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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above. (ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
Appears in 2 contracts
Sources: Credit Agreement (Catalent, Inc.), Credit Agreement (Catalent Pharma Solutions, Inc.)
Mandatory. (i) Within five [Reserved.]
(5ii) Business Days after financial statements have been delivered Other than in connection with a Cost-Cutting Transaction (solely to the extent the proceeds thereof are incorporated into the Approved Budget effective as of the date of the applicable Cost-Cutting Transaction and solely to the extent such proceeds are used as and when contemplated thereby), if any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty insurance or condemnation awards (or from payments in lieu thereof) (excluding for purposes of this clause (y) any Net Cash Proceeds from “Recoveries” (as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement), which must be paid to AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z) incurs or issues any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a7.02), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 prepay an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized within five (5) Business Days of the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, (A) so long as no Event of Default shall have occurred and be continuing, with respect to any prepayment of Term Loans required to be made pursuant to the preceding clause (x) above in this Section 2.05(b)(ii), subject to the consent of the Required Lenders (in their sole discretion), if such prepayment would result in the prepayment of one or received; more Eurodollar Rate Loans on a day other than the last day of the then current Interest Period for each such Eurodollar Rate Loan, the Borrower may defer the relevant portion of such required payment until the last day of the relevant then current Interest Period of each such applicable Eurodollar Rate Loan (provided that such deferral period shall in no case exceed sixty (60) days, provided further that, upon the occurrence of an Event of Default or the Termination Date during any such prepayment deferral period, the Borrower shall immediately prepay Term Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be required pursuant applied to prepay Loans under this Section 2.05(b)(ii) (without giving effect to this Section 2.05(b)(ii)(Aclause (A)) but which have not previously been so applied) and (B) with respect to any Net Cash Proceeds of (1) any property constituting an Asset Sale otherwise required to be applied under preceding clause (x) above in this Section 2.05(b)(ii), or (2) casualty insurance or condemnation awards (or from payment in lieu thereof) otherwise required to be applied under preceding clause (y) above in this Section 2.05(b)(ii), then in each case, subject to the prior written consent of the Required Lenders (in their sole discretion), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets on terms and conditions reasonably agreed to by the Required Lenders; and provided further, however, that the Borrower any Net Cash Proceeds of, as applicable, Asset Sales or casualty insurance or condemnation awards (or from payment in lieu thereof) not so reinvested 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 promptly applied if no an Event of Default has occurred and is then continuingcontinuing to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii); provided that the Asset Percentage shall be 75% .
(iii) Subject to Section 2.05(c), if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; providedapplicable, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations each prepayment of Term Loans pursuant to the First Lien Intercreditor Agreement, then the Borrower mayforegoing provisions of this Section 2.05(b) shall be applied first, to the extent required pursuant outstanding NM Term Loans; and second, to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofoutstanding Roll-up Loans.
Appears in 2 contracts
Sources: Credit Agreement (Paperweight Development Corp), Dip Facility Agreement
Mandatory. (i) Within five The Borrower shall, if applicable, within one (51) Business Days Day after financial statements the earlier of the date on which (x) a Responsible Officer becomes aware of any non-compliance with the requirements described in the following clauses (A), (B), (C) , (D) or (E) or (y) written notice thereof shall have been delivered pursuant given to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid by the Administrative Agent, prepay an aggregate principal amount of Term Loans equal the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances to cause (A) 50% (the Unsecured Leverage Ratio not to exceed the maximum Unsecured Leverage Ratio set forth in Section 5.04(b)(i) on such percentage as it may be reduced as described belowBusiness Day, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum Leverage Ratio not to exceed the maximum Leverage Ratio set forth in Section 5.04(a)(i) on such Business Day, (C) the Unencumbered Asset Debt Service Coverage Ratio not to be less than the minimum Unencumbered Asset Debt Service Coverage Ratio set forth in Section 5.04(b)(ii) on such Business Day, (D) the Facility Exposure not to exceed the Facility Available Amount on such Business Day and (E) the aggregate Available Amount of all Letters of Credit then outstanding not to exceed the Letter of Credit Facility. If both (x) all Advances have been prepaid and such prepayments are not sufficient to cause Borrower to comply with each of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due A), (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such timeB), (C), (D) and (E) and (y) there remains Letter of Credit Exposure, the Borrower shall make a deposit in the L/C Cash Collateral Account in an amount equal to the lesser of (I) the amount sufficient to cause the Borrower to comply with each of (A), (B), (C), (D) and (E) or (II) the amount of the Letter of Credit Exposure.
(ii) 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 To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower.
(iii) Prepayments of the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding Facility made pursuant to clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage above shall be 25first 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, and third deposited in the L/C Cash Collateral Account to Cash Collateralize 100% if of the First Lien Leverage Ratio 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 fiscal year covered by L/C Cash Collateral Account, such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage funds shall be 0% if applied to reimburse the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than applicable Issuing Bank or equal to 3.25:1.00; providedLenders, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveas applicable.
(iiiv) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), All prepayments under this subsection (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection shall be made together with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior accrued interest to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate prepayment on the principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofprepaid.
Appears in 2 contracts
Sources: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, 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(a)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 in excess of the 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) the full amount of such Reserve Loan and (B) the amount of excess cash that is permitted to be prepaid an 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, necessary to reduce the sum of the aggregate principal amount of Term Revolving Loans equal and Swing Loans then outstanding to the amount to which the Commitments have been so reduced; and
(v) Without limiting the Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 1.7(b), on any Business Day in a calendar month (other than the last Business Day in a calendar month), if (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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by number of Business Days remaining in such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and calendar month (not including such Business Day) plus (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by number of Zero Loan Days occurring in such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 dateBusiness 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 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 account of the documentation governing Lenders as and for a mandatory prepayment on such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofObligations.
Appears in 2 contracts
Sources: Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group Inc.)
Mandatory. (i) Within five 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 not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(5ii) Business Days after financial statements have been delivered Upon completion of (i) any early termination of any Hedge Transaction used in determining the Borrowing Base on the immediately preceding Determination Date or (ii) the Disposition of any assets included in the Borrowing Base on the immediately preceding Determination Date, the effect of which termination or Disposition would be a reduction in the Borrowing Base then in effect of 10.0% or more on a pro forma basis, the Borrowing Base shall immediately and automatically upon consummation of such transaction be reduced by the Borrowing Base contribution of such Hedge Transaction or assets, and all Net Cash Proceeds from the termination of such Hedge Transaction or the Disposition of such assets shall be applied to reduce or eliminate any Borrowing Base Deficiency resulting from such reduction.
(iii) To the extent not covered by (ii), if the Borrower or any of its Restricted Subsidiaries Disposes of any property under Section 7.05(g) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Restricted Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Restricted Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Restricted Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof.
(iv) 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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a7.03), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to (A) 50100% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess all Net Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 Proceeds received therefrom 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or upon receipt thereof by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause such prepayments to be prepaid on or prior to the date which is ten applied as set forth in clause (10v) Business Days after the date below).
(v) Prepayments of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required Total Outstandings made pursuant to this Section 2.05(b)(ii)(A) with respect 2.06(b), first, shall be applied ratably to such portion 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. Upon the drawing of such Net any Letter of Credit that has been Cash Proceeds that Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower shall haveor any other Loan Party) to reimburse the L/C Issuer or the Lenders, 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofas applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and To the related Compliance Certificate has been delivered pursuant to Section 6.02(a)extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $15,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall cause deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to be prepaid deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Term Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (A) 50% (or if the Borrower in good faith intends to use such percentage as it may Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be reduced as described belowused in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the “ECF Percentage”Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) of Excess Cash Flow, if any, for the fiscal year covered by (all such financial statements minus prepayments to be applied as set forth in clause (Biii) the sum of (i) all voluntary prepayments of Term Loans 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) and below).
(ii) all voluntary prepayments If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay 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; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of Revolving Credit the Loans during such fiscal year or after year-end and prior L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(iii) Prepayments of the Facility made pursuant to when such Excess Cash Flow prepayment is due this Section 2.4(b) shall be applied, first, ratably to the extent L/C Borrowings, second, ratably to the Revolving Credit Commitments are permanently reduced by outstanding Swingline Borrowings, third, ratably to the amount of such paymentsoutstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of each prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions Facility required pursuant to clause (i) or (ii) above with respect to prepayments made of this Section 2.4(b), the amount remaining, if any, after the end prepayment in full of a fiscal year all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall not be deducted again when calculating applied (without any further action by or notice to or from the prepayment required Borrower or any other Loan Party) to be reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.05(b)(i2.4(b) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or shall not result under any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting circumstance in a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date permanent reduction of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofCommitments.
Appears in 2 contracts
Sources: Revolving Credit Agreement (PBF Energy Inc.), Revolving Credit Agreement (PBF Logistics LP)
Mandatory. If, prior to the Conversion Date:
(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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any of its Subsidiaries shall (1) incur any Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 6.03(1)(w), (1)(x), (2), (13) or (14) (as it relates to Section 6.03(2) and (14) only) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith or (2) issue any debt securities (including any Securities issued pursuant to a Securities Demand), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (but in no event later than three Business Days) after the receipt thereof toward the prepayment of the Initial Loans;
(ii) the Borrower, Holdings or any of the Borrower’s Restricted Subsidiary Disposes of Subsidiaries shall issue any property or assets public equity securities (other than any Disposition of any property or assets (i1) permitted by Section 7.05(a)to the Equity Investors, (b), (c), (d2) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction an acquisition permitted hereunderby the terms of this Agreement and (3) or to employees pursuant to employee benefit plans in effect on the Closing Date), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (ybut in no event later than ten Business Days) any Casualty Event occurs, which in after the aggregate results in receipt thereof toward the realization or receipt by prepayment of the Initial Loans; or
(iii) the Borrower or such any of its Restricted Subsidiary Subsidiaries shall receive Net Proceeds in respect of Net Cash Proceedsany Prepayment Asset Sale or Property Loss Event, and (2) the First Lien Leverage Ratio is greater than or then an amount equal to 3.75:1.00100% of the Net Proceeds thereof, (subject to the Borrower restrictions set forth herein) shall cause to be prepaid on or applied promptly (but not in no event later than ten Business Days) after the receipt thereof toward the prepayment of the Initial Loans; provided that if (A) prior to the date which any such prepayment 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 equal required to 100% (such percentage as it may be reduced as described belowmade, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 notifies the Administrative Agent of its intent to reinvest such Net Proceeds in accordance with Section 2.05(b)(ii)(Bassets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (which notice may only be provided if B) no Event of Default has shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (a) or (f) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is then made pursuant to a binding commitment entered into at a time when no Specified Default was continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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, shall not be required to prepay Initial Loans hereunder in respect of such Net Proceeds to the extent required pursuant that such Net Proceeds are so reinvested within 365 days after the date of receipt of such Net Proceeds (or, within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Proceeds, and such Net Proceeds are so reinvested within 180 days after such binding commitment is so entered into); provided, however, that if any Net Proceeds are not reinvested or applied as a repayment on or prior to the terms last day of the documentation governing applicable application period, such Indebtedness, prepay Term Net Proceeds shall be applied within five Business Days to the prepayment of the Initial Loans and purchase such Indebtedness on a pro rata basis in accordance with as set forth above (without regard to the respective principal amounts thereof.immediately preceding proviso); or
Appears in 2 contracts
Sources: Senior Bridge Loan Agreement (CDW Finance Corp), Senior Subordinated Bridge Loan Agreement (CDW Finance 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(a6.02(b), the Borrower shall cause to be 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 covered by such financial statements minus (commencing with the fiscal year ended February 28, 2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005); provided that (A) 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) such percentage shall be reduced to (1) 25% if the sum Leverage Ratio as of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 last day 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 First Lien Leverage Ratio for the four fiscal year covered by such financial statements quarters was less than or equal to 4.00:1.00 and greater than 3.25:1.00 4.0:1 and (y2) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for as of the last day of the immediately preceding four fiscal year covered by such financial statements quarters was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above3.0:1.
(ii) (A) If (1) (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 (i1) permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (to the extent constituting a Disposition to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇) , (▇), (m▇), (n), (o▇) or (pn) or (ii2) acquired after consummated by any Regulated Subsidiary to the Restatement Effective Date in connection 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 a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00in 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% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 haveif, 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.;
Appears in 2 contracts
Sources: Credit Agreement (Refco Inc.), Credit Agreement (Refco Information Services, 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (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 (i) permitted by Section 7.05(a▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (d) (to the extent constituting a Disposition to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l), ▇) (except with respect to the utilization of such clause (m) in excess of $10,000,000), (n), (o) or ), (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunderr) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 five (105) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received.
(such percentage as it may be reduced as described belowii) [Reserved].
(iii) 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, the “Asset Percentage”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. Any mandatory repayment pursuant to this Section 2.05(b)(iv) shall be accompanied by the Make-Whole Amount and/or Repayment Premium, as applicable.
(iv) Amounts actually applied towards any mandatory prepayment of any obligations in accordance with and as required by any similar provision under the First Lien Credit Documents shall reduce the amount required to be applied toward prepayments under this Section 2.05(b) on a dollar-for-dollar basis.
(v) Except with respect to Loans incurred in connection with any Term Loan Extension Request, (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; (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of all such Net Cash Proceeds realized or receivedthis 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; provided that no 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.
(vi) 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 Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations made pursuant to the First Lien Intercreditor Agreement, then the Borrower may, clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the extent required pursuant to date of such prepayment. Each such notice shall specify the terms date of such prepayment and provide a reasonably detailed calculation of the documentation governing amount of such Indebtedness, prepay Term Loans prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and purchase of such Indebtedness on a pro rata basis in accordance with Appropriate Lender’s Pro Rata Share of the respective principal amounts thereofprepayment. .
Appears in 1 contract
Mandatory. (i) Within five If any of the Borrowers or any Subsidiary makes any Disposition of the type described in clause (5j) Business Days after financial statements have been delivered pursuant to of Section 6.01(a) and 7.05 which results in the related Compliance Certificate has been delivered pursuant to Section 6.02(a)realization by such Person of Net Cash Proceeds, the Borrower Borrowers shall cause to be prepaid prepay an aggregate principal amount of Term the Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $25,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the twelve month period most recently ended on or before such date (Aand including the month in which such Disposition occurred) 50% no later than fifteen (15) days after the end of the month during which such Disposition occurred (such percentage prepayments to be applied 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 minus set forth in clauses (B) the sum of (i) all voluntary prepayments of Term Loans 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 timeii) and (iiv) all voluntary prepayments below, as applicable); provided that, so long as no Event of Revolving Credit Loans during Default exists at such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due time, to the extent a Restricted Payment or other distribution to a Borrower is required (notwithstanding the Revolving Credit Commitments are permanently reduced by Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.05(b)(i) shall be made if the applicable Borrower or the applicable Subsidiary determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which such Borrower, in its reasonable judgment, deems to be material. Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under this Section 2.05(b)(i), the Borrowers shall make such prepayment in an amount equal to the amount of such paymentsprepayment previously required to have been made without having given effect to such limitations or restrictions, in less the case of each of amount by which the immediately preceding clauses (i) and (ii), to Net Cash Proceeds from the extent such prepayments are not funded with applicable Disposition were previously used for the proceeds permanent repayment of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) Each prepayment of Term Loans pursuant to the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets foregoing clause (i) permitted by of this Section 7.05(a)2.05(b) shall be applied, first, ratably between the Closing Date Term Loans and the Fourth Amendment Term Loans (b)and, (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which set forth in the aggregate results applicable Increase Joinder, any subsequent Incremental Term Loans) and to the scheduled principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility without any reduction of the Revolving Credit Commitments in the realization or receipt by manner set forth in clause (v) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Borrower or Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or time exceed an amount equal to 3.75:1.00103% of the Revolving Credit Facility then in effect, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) then, within five Business Days after the date of the realization or receipt of such Net notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall (or shall cause another Loan Party to) Cash Proceeds Collateralize the L/C Obligations in an aggregate principal amount sufficient to reduce such Outstanding Amount as of Term Loans equal such date of payment to 100an amount not to exceed 103% (such percentage as it may be reduced as described belowof the Revolving Credit Facility then in effect; provided, however, that, subject to the provisions of Section 2.16, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii)(A2.05(cb)(iii) with respect unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed 103% of the Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(d) If the Administrative Agent notifies the Company at any time that the portion of the Total Revolving Credit Outstandings denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for Revolving Credit Outstandings as of such date of payment to an amount not to exceed 103% of the Test Period was less than or equal to 4.50:1.00Alternative Currency Sublimit then in effect; provided, further that if any Indebtedness has been issued in compliance with however, that, subject to the provisions of Section 7.01 and 7.03 with Liens ranking pari passu with 2.16, the Liens securing Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(db)(iv) unless after the First Lien Intercreditor Agreement, prepayment in full of the Revolving Credit Loans denominated in Alternative Currencies the portion of the Total Revolving Credit Outstandings denominated in Alternative Currencies exceeds 103% of the Alternative Currency Sublimit then the Borrower in effect. The Administrative Agent may, at any time and from time to time after the extent required pursuant initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the terms results of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereoffurther exchange rate fluctuations.
Appears in 1 contract
Sources: Credit Agreement (Stericycle 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after At the end of the -------- (-------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT a fiscal total of ------------------ percent (-------- %) of the original Area on the Effective date not then converted to a Development Lease or Leases "Area subject to relinquish". Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases unless otherwise agreed upon between EGPC and CONTRACTOR so as to enable the relinquishment requirements to be precisely fulfilled. Subject to the approval of the Minister of Petroleum and Mineral Resources. During the next ----------- (--) year Exploration period, CONTRACTOR may retain the "Area subject to relinquish" mentioned above, CONTRACTOR shall submit at least six (6) months pre-notification to EGPC, including the additional technical activities to be undertaken in the "Area subject to relinquish", during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the initial Exploration period , provided that CONTRACTOR shall submit a statement of costs and expenses of such additional technical activities, it is understood that CONTRACTOR is committed to such financial and technical commitments in addition to the Exploration commitments related to the second --------------- (---) year Exploration period according to Article IV (b) ,provisions of Article IV of this Agreement shall be applied, CONTRACTOR shall submit a Letter of Guaranty with an equal amount to the costs of such additional activities in the form specified in ANNEX (C) of this Agreement, and shall also pay an unrecoverable bonus for retaining "the Area subject to relinquish". At the end of the ---------- (------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent ( %) of the original Area on the Effective date not then converted to a Development Lease or Leases. CONTRACTOR shall also relinquish the "Area subject to relinquish" retained pursuant to the above mentioned paragraph, excluding the area(s) converted to Development Lease/Leases. Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases (unless otherwise agreed upon between EGPC and CONTRACTOR) so as to enable the relinquishment requirements to be precisely fulfilled. CONTRACTOR may retain the above mentioned additional percent ( --------%) area and/or the area retained during the previous Exploration period, during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the second Exploration period, subject to the approval of the Minister of Petroleum and Mineral Resources and pursuant to the terms and conditions mentioned above. this paragraph shall be added in case there are 3 exploration periods Without prejudice to Articles III and XXIII and the last three paragraphs of this Article V (a), at the end of the year of the Exploration period, CONTRACTOR shall relinquish the remainder of the Area not then converted to Development Leases. It is understood that at the time of any relinquishment the areas to be converted into Development Leases and which are submitted to the Minister of Petroleum and Mineral Resources for his approval according to Article III (d) shall, subject to such approval, be deemed converted to Development Leases. CONTRACTOR shall not be deducted again when calculating the prepayment required to be made relinquish any Exploration Block or Blocks on which a Commercial Oil or Gas Well is discovered before the period of time referred to in Article III (c) given to CONTRACTOR to determine whether such Well is a Commercial Discovery worthy of Development or to relinquish an Exploration Block in respect of which a notice of Commercial Gas Discovery has been given to EGPC subject to EGPC's right to agree on the existence of a Commercial Discovery pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), Article III (c), (d) (and without prejudice to the extent constituting a Disposition to a Loan Party), requirements of Article III (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after . In the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in event at the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date end of the realization initial Exploration period or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”successive extension(s) of all such Net Cash Proceeds realized the initial Exploration period, a well is actually drilling or received; provided that no such prepayment testing, CONTRACTOR shall be required pursuant allowed up to this Section 2.05(b)(ii)(Asix (6) with respect months to enable it to discover a Commercial Oil or Gas Well or to establish a Commercial Discovery, as the case may be. However, any such portion extension of such Net Cash Proceeds that up to six (6) months shall reduce 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 length of the documentation governing such Indebtednessnext succeeding Exploration period, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofas applicable, by that amount.
Appears in 1 contract
Sources: Concession Agreement for Petroleum Exploration and Exploitation
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(a6.02(b), the Borrower shall cause to be prepaid Term Loans in an aggregate principal amount of Term Loans 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 ending December 31, 2013) minus (B) the sum of (iwithout duplication) (1) all voluntary prepayments of Term Loans (excluding prepayments pursuant to Section 2.06(a)(iv) or any other voluntary prepayments of Term Loans made at a discount to par) during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(ii) in the prior 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) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(B)in the prior 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, but 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 IndebtednessInternally Generated Cash; provided that (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Consolidated First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and 1.50:1.00 but greater than 3.25:1.00 1.00:1.00 and (y) the ECF Percentage no payment of any Term Loans shall be 0% required under this Section 2.06(b)(i) if the Consolidated First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above1.00:1.00.
(ii) (A) If (1) (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (lj), (mp), (n), (oq) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunderr)) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 of Term Loans equal to 100% of all Net Cash Proceeds received; provided that, if at the time that any such prepayment would be required, the Borrower NEWYORK 8648768 (2K) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Indebtedness pursuant to a Permitted Refinancing 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 such Net Cash Proceeds, (such percentage as it Permitted Pari Passu Secured Refinancing Debt (or any Indebtedness pursuant to a Permitted Refinancing in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may be reduced as described below, the “Asset Percentage”) of all apply such Net Cash Proceeds realized 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 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 receivedprepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.06(b)(ii)(A) shall be reduced accordingly; provided 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)(A2.06(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)(B2.06(b)(ii)(B) but only so long as the Borrower is not otherwise required to pay (or make an offer to pay) any Other Applicable Indebtedness with such Net Cash Proceeds (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.;
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and 6.01(a), commencing with the related Compliance Certificate has been delivered pursuant to Section 6.02(a)delivery of financial statements for the fiscal year ending October 31, 2015, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow (such percentage as it may be reduced as described belowpercentage, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus over (B) the sum amount of (i) all any voluntary prepayments of Term made on the Loans during such period or fiscal year or after year-end such period or fiscal year (in the case of payments pursuant to Section 2.03(a)(ii), calculated as the amount of cash actually expended to make such payment) and prior to when such Excess Cash Flow prepayment is due (including due; and provided, further, that, to the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) all extent any voluntary prepayments of Revolving Credit Loans made during such the current period or fiscal year are applied to reduce the Excess Cash Flow payment for the prior period or after year-end and prior fiscal year pursuant to when the foregoing sentence, then such prepayments shall not be deducted with respect to the Excess Cash Flow prepayment is due to for 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 Indebtednesscurrent period or fiscal year; provided that (x) the ECF Percentage shall be 25% if the First Lien Total Secured Net Leverage Ratio for the fiscal year covered by ended prior to such financial statements was prepayment date is less than or equal 2.50 to 4.00:1.00 and greater than 3.25:1.00 and (y) 1.00, the ECF Percentage shall be reduced to 0% if %.
(i) In addition to any other mandatory prepayments pursuant to this Section 2.03(b), on each date on or after the First Lien Leverage Ratio for Closing Date upon which the Borrower or any other Loan Party receives any cash proceeds from any Asset Sale, to the extent the aggregate Net Sale Proceeds from all prior Asset Sales in the same fiscal year covered by such financial statements was less than or exceed $5,000,00015,000,000, an amount equal to 3.25:1.00100% of the Term Loan Portion of Net Sale Proceeds from such Asset Sale shall be applied within three Business Days thereafter as a mandatory prepayment; provided, however, that such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default then exists and such Net Sale Proceeds shall be used to purchase (or commit to purchase) assets used or to be used in the businesses permitted pursuant to Section 7.07 within 365 days following the date of such Asset Sale, and provided, further, that if all or any deductions portion of such Net Sale Proceeds are not so reinvested within such 365-day period (or committed to be reinvested pursuant to clause a legally binding commitment within such 365-day period and not so reinvested within 180 days thereafter) (ior such earlier date, if any, as the Borrower or the relevant Loan Party determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) or (ii) as provided above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to in this Section 2.05(b)(i2.03(b)(i) for without regard to the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovepreceding proviso.
(ii) (A) If (1) (x) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries of any property or assets Indebtedness (other than any Disposition of any property Indebtedness permitted to be incurred or assets (i) permitted by issued pursuant to Section 7.05(a7.02), (b), (c), (d) (the Borrower shall prepay an aggregate principal amount of Loans equal to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Restricted Subsidiary Subsidiary.
(iii) In addition to any other mandatory prepayments pursuant to this Section 2.03(b), on each date on or after the Closing Date upon which the Borrower or any other Loan Party receives any cash proceeds from any Recovery Event to the extent the aggregate Net Insurance Proceeds from all prior Recovery Events in the same fiscal year exceed $5,000,00015,000,000, an amount equal to 100% of the Term Loan Portion of such Net Cash Insurance Proceeds from such Recovery Event shall be applied within three Business Days thereafter as a mandatory repayment; provided, however, that such Net Insurance Proceeds shall not be required to be so applied on such date so long as no Default shall have occurred and be continuing and such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid (or committed to be paid) or purchase (or commit to purchase) assets used or to be used in the businesses permitted pursuant to Section 7.07, in each case, within 365 days following the date of the receipt of such Net Insurance Proceeds, and (2) the First Lien Leverage Ratio is greater than provided, further that if all or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days any portion of such Net Insurance Proceeds are not so used within 365 days after the date of the realization or receipt of such Net Cash Insurance Proceeds an aggregate principal amount (or if committed to be so applied pursuant to a legally binding commitment within such 365-day period and not so used within 180 days thereafter) (or such earlier date, if any, as the Borrower or the relevant Loan Party determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.03(v)(iii) without regard to the immediately preceding proviso.
(iv) Each prepayment of the outstanding Term Loans equal pursuant to 100% (such percentage as it may the foregoing provisions of this Section 2.03(b) shall be reduced as described belowapplied to the principal repayment installments thereof in direct order of maturity, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no and subject to Section 2.15, 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 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued their respective Applicable Percentages in compliance with Section 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 respect of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofFacility.
Appears in 1 contract
Sources: Credit Agreement (Ciena 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(a6.02(b), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 paymentsstatements, 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 no prepayments shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to under this Section 2.05(b)(i) for if the immediately succeeding Consolidated Leverage Ratio is equal to or less than 2.50:1 as of the last day of such fiscal year pursuant to clause (i) or (ii) aboveyear.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary of its Subject Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, Subject Disposition which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subject Subsidiary of Net Cash ProceedsProceeds (determined as of the date of such Disposition, and (2) whether or not such Net Cash Proceeds are then received by the First Lien Leverage Ratio is greater than Borrower or equal to 3.75:1.00such Subject Subsidiary), the Borrower shall cause prepay an aggregate principal amount of Loans equal to be prepaid on or 100% of all Net Cash Proceeds in excess of the first $20,000,000 of such Net Cash Proceeds received in each fiscal year from Subject Dispositions (to the extent not previously applied in such fiscal year to make mandatory prepayments of Term Loans under this Section 2.05(b)(ii)), it being understood that Net Cash Proceeds subject to this Section 2.05(b)(ii) applied in such fiscal year to make prepayments of Term Loans prior to receipt of such Net Cash Proceeds in excess of the date which is ten (10) $20,000,000 threshold described above shall be deemed to have been made as a mandatory prepayment under this Section 2.05(b)(ii)), within three Business Days after the date of receipt thereof by the realization Borrower or receipt such Subsidiary subject to the provisions of such Section 2.05(b)(ix) and (xi)); provided, however, that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds an aggregate principal amount of Term Loans equal such Subject Disposition in accordance with this proviso, it shall deliver written notice of such intention to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives the Net Cash Proceeds realized of such Subject Disposition, (B) if the Borrower shall have delivered such notice, it may reinvest all or 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 such Net Cash Proceeds in operating assets or Acquisitions permitted under Section 7.03(f) so long as within 365 days after the receipt of such Net Cash Proceeds, the purchase of such assets shall have been consummated, and (C) on the date the Borrower consummates such purchase of assets, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(ii) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(ii); provided further 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.
(iii) Upon the sale or issuance by the Borrower or any of its Subject 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 within three Business Days of the date after receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi), provided that no prepayment shall be required under this Section 2.05(b)(iii) if the Consolidated Leverage Ratio after giving pro forma effect to the application of the proceeds of such sale or issuance is equal to or less than 2.50:1.
(iv) Upon the incurrence or issuance by the Borrower or any of its Subject 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 within three Business Days after the date of receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries in respect of its property or assets, 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 within three Business Days after the date of receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi); provided that, with respect to proceeds of insurance and condemnation awards (or payments in lieu thereof), (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested in the manner set forth in the first proviso of Section 2.05(b)(ii) so long as such reinvestment is to restore, repair or replace the assets or property or purchase other assets with substantially the same utility and in the same line of business in respect of which such Net Cash Proceeds were received, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(v) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(v); provided further 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.
(vi) 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 havenot 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, first, ratably to the Term B Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b).
(viii) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) 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 notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any of the provisions of Section 2.05(b)(ii), so long as no Default shall have occurred and be continuing, if, on any date, the aggregate amount of Net Cash Proceeds required by Section 2.05(b)(ii) to be applied to prepay Loans is less than $1,000,000, then the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds required under Section 2.05(b)(ii) to be applied to prepay Loans equals or prior exceeds $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 Section 4.02, 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 Default, upon the request of the Required Lenders, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower that are required to be applied to prepay Loans under Section 2.05(b)(ii) (without giving effect to the first and second sentences of this clause (ix)) but which have not previously been so applied.
(x) Anything contained in this Section 2.05(b) to the contrary notwithstanding, (A) if, following the occurrence of any “Asset Disposition” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Asset Sale”) is defined in any Material Debt 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 Available Cash” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Net Proceed”) as defined in any Material Debt Document) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Available Cash” in a particular manner, in either case in order to excuse the Borrower from being required to make an “Offer” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Asset Sale Offer”) as defined in any Material Debt Document) in connection with such “Asset Disposition”, and the Borrower shall have failed to so commit or to so apply an amount equal to such date“Net Available Cash” at least 60 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 Available Cash”, and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Available Cash” the Borrower would otherwise be required to make an “Offer” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Available Cash” 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)(B2.05(b) in such amounts as shall excuse the Borrower from making any such “Offer”.
(which notice may only be provided xi) Notwithstanding the provisions of Sections 2.05(b)(i), (ii), (iii), (iv) and (v), if any mandatory prepayments under any such clause of this Section 2.05(b) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to the last day of an Interest Period, so long as no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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, may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofbe made.
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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(a6.02(b), the Borrower shall cause outstanding Loans to be prepaid in an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for such fiscal year (or, in the case of the fiscal year covered by such financial statements ending on December 31, 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 made pursuant to Section 2.05(a) 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) and (ii) 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 paymentsmade 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 accompanied by a corresponding permanent reduction to the Aggregate Revolving Credit Commitments); provided, that if on the date of any mandatory prepayment required by this Section 2.05(b)(i) the Borrower maintains Manager Reserves, the amount of any such prepayments are 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 such date of prepayment shall not funded with be less than Manager Reserves on such date; provided, however, that if any prepayment is not required to be made by operation of the proceeds preceding proviso and at any time thereafter the Liquidity shall exceed the amount of Indebtedness; provided that the Manager Reserves, the Borrower shall cause outstanding Loans to be prepaid in an amount equal to the lesser of (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 excess at such time and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause remainder of (i) or the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the preceding proviso less (ii) above with respect to the aggregate amount of mandatory prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovefurther proviso.
(ii) (A) If (1) (x) the Borrower Holdings or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Subsidiary Guarantor to a Loan Party), (e), (f), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunderi) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 in an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 datereceipt, 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 Asset Percentage Borrower shall not be 75% if required to Cash Collateralize the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the First Lien Intercreditor Agreementprepayment 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 Borrower mayAdministrative 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 extent required pursuant principal of outstanding Term Loans, (B) second, after all outstanding Term Loans have been repaid in full, to the terms principal of outstanding Swing Line Loans (without a corresponding reduction to the documentation governing such IndebtednessAggregate Revolving Credit Commitments unless a Default or an Event of Default then exists), prepay (C) third, after the repayment in full of all outstanding Term Loans and purchase such Indebtedness 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 the their respective principal 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 thereofrequired pursuant to Section 3.05.
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Mandatory. (i) Within For each fiscal year, beginning with the fiscal year ending October 27, 2009, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) for such fiscal year and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Sweep Percentage of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due minus voluntary principal repayments of the Loans under the Loan Documents (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) all voluntary prepayments excluding repayment of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due Swingline Loans, except to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, there is an equivalent permanent reduction in the case of each of the immediately preceding clauses (i) and (iicommitments related thereto), except to the extent such prepayments repayments are not funded made with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio internally generated funds for the such fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveyear.
(ii) (A) If (1) (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 (i) permitted by Section 7.05(a), (b), (c), (d7.05) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause prepay an aggregate principal amount of Loans equal to be prepaid 100% of such Net Cash Proceeds on or prior to the date which that is ten five (105) Business Days after the date of the realization of such Net Cash Proceeds; provided, however, that, so long as no Default shall have occurred and be continuing, such prepayment shall not be required on such date to the extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent on or prior to such date that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within 365 days after the receipt of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not so reinvested by the last day of such period 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 (excluding any Over-Allotment Amount), 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.
(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 such Net Cash Proceeds received therefrom on or prior to the date that is five (5) Business Days after the date of the realization of such Net Cash Proceeds; provided, however, that so long as no Default shall have occurred and be continuing, such prepayment shall not be required on such date to the extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent on or prior to such date that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within 365 days after the receipt of such Net Cash Proceeds an aggregate principal amount (including to replace or repair the equipment, fixed assets or real property in respect of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all which such Net Cash Proceeds realized or were received); and provided further, however, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such any Net Cash Proceeds that not so applied by the last day of such period shall be immediately 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 to the remaining principal repayment installments of the Term Loans on a pro rata basis.
(vi) 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 be made pursuant to clauses (i) through (iv) and (x) of this Section 2.05(b) and Sections 2.05(c) or (d) at least three 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 Net Cash Proceeds or Excess Cash Flow, as the case may be. 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.
(vii) Notwithstanding any of the other provisions of clause (ii) or (iv) of this Section 2.05(b) (a) no proceeds realized in a single transaction or series of related transactions in respect of clauses (ii) or (iv) above shall be applied in accordance with Section 2.05(b)(ii)(Bsuch clauses until such proceeds exceed $1,000,000, and (b) (which notice may only be provided if so long as no 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 clause (ii), 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 then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided$10,000,000 in the aggregate and ($25,000,000 solely in the case of any Foreign Subsidiary), further that if 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) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000 ($25,000,000 solely in the case of any Indebtedness has been issued in compliance with Section 7.01 Foreign Subsidiary). During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant may, subject to the First Lien Intercreditor Agreementfulfillment of the applicable conditions set forth in Article IV, then the Borrower mayreborrow 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 pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.by this Section 2.05
Appears in 1 contract
Sources: Credit Agreement (Brocade Communications Systems Inc)
Mandatory. (i) Promptly upon receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds received from the Disposition of any assets other than Excluded Assets and Reinvestment Assets:
(A) if the asset which is Disposed of is the Miami Property, 100% of the Net Cash Proceeds therefrom shall be applied by the Borrower to prepay the Loans (such prepayment to be applied as set forth below);
(B) the first $10,000,000 of such Net Cash Proceeds in each calendar year (disregarding any amounts derived pursuant to (A) above) shall be applied by the Borrower to prepay the Loans (such prepayment to be applied as set forth below); and
(C) the remaining amount of such Net Cash Proceeds shall be shared ratably with the Senior Secured Notes to the extent required pursuant to the Intercreditor Agreement and the Senior Secured Note Documents, and the portion of such remaining amount available for distribution hereunder shall be applied by the Borrower to prepay the Loans (such prepayment to be applied as set forth below). Notwithstanding the foregoing, if any prepayment required under this Section 2.05(b)(i) would require the Borrower to prepay Revolving Credit Loans on a day other than the last day of an Interest Period and such prepayment would require the Borrower to compensate the Lenders under Section 3.05 by reason of such prepayment, then the Borrower may delay making the prepayment until the last day of the applicable Interest Period.
(ii) 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(a6.02(b), except with respect to the Borrower’s fiscal year ended December 27, 2009, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount equal to (A) 5075% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus (such prepayment to be applied as set forth below), less (B) for the sum of (i) all voluntary prepayments of Term Loans during such prepayment related to fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including 2010, the aggregate principal amount of Term Loans prepaid actually paid pursuant to Section 2.05(a)(iv) during such time) and (ii) 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 2.06(b)(i); provided, however, that the amount of such payments, in the case prepayment shall not be less than an amount equal to 50% 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 First Lien Leverage Ratio Excess Cash Flow for the fiscal year covered by such financial statements was statements.
(iii) On the dates specified in clauses (A) and (B) of Section 2.06(b)(i), the Borrower shall prepay an amount sufficient to cause the Total Revolving Credit Outstandings to be less than or equal to 4.00:1.00 the Revolving Credit Facility as reduced in accordance therewith.
(iv) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and greater than 3.25:1.00 and (y) any sales or issuances of Equity Interests to another Loan Party), the ECF Percentage Borrower shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or prepay an aggregate principal amount of Loans equal to 3.25:1.00; provided, further, 75% 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 below).
(v) Upon the incurrence or issuance by the Borrower or any deductions 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 (such prepayments to be applied as set forth below).
(vi) Upon the incurrence or issuance by the Borrower of any Indebtedness permitted to be incurred or issued pursuant to Section 7.02(l), the Borrower shall utilize the Net Cash Proceeds therefrom to prepay the outstanding principal amount of all Loans owed to the Class A Lenders or the Class B Lenders, as designated by the Borrower, and whose Commitments shall have been reduced pursuant to Section 2.06(b)(iii).
(vii) Except as set forth in clause (i) or (iivi) above with respect to prepayments made after or clause (x) below, repayments of the end of a fiscal year shall not be deducted again when calculating the prepayment required to be Revolving Credit Facility made pursuant to this Section 2.05(b)(i) for 2.05(b), first, shall be applied ratably to the immediately succeeding fiscal year pursuant L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to clause 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 (i) without any further action by or (ii) above.
(ii) (A) If (1) (x) notice to or from the Borrower or any Restricted Subsidiary Disposes other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(viii) Each prepayment of any property or assets (other than any Disposition of any property or assets (i) permitted by Loans pursuant to Section 7.05(a2.05(b)(i), (bSection 2.05(b)(ii), (cSection 2.05(b)(iv), (dSection 2.05(b)(v) (or Section 7.03(vi) shall be applied ratably to the extent constituting a Disposition Term A Facility and to a Loan Partythe Revolving Credit Facility (in the case of the Revolving Credit Facility, in the manner set forth in clause (vii) of this Section 2.05(b)), and to each applicable Lender in accordance with its Applicable Percentage.
(eix) The Borrower acknowledges and agrees to be bound by the mandatory prepayment obligation set forth in Section 2.01(c)(i), and to prepay the outstanding Revolving Credit Loans in an amount sufficient to reduce the outstanding principal amount thereof to an amount not in excess of the Revolving Credit Facility (gand sufficient to ensure that each Class A Revolving Lender’s Applicable Percentage thereof is not in excess of its Class A Revolving Credit Commitment), as a result of the commitment reductions in Sections 2.06(b)(ii) and (hiii), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause prepayment to be prepaid made on or prior to the date which is ten (10) Business Days after the date of such reduction.
(x) The Borrower shall utilize (A) an amount of the realization or receipt of such Net Cash Proceeds an aggregate principal amount from the issuance of Term Loans the Senior Secured Notes equal to 100the Permitted Tender Carry-Forward Limit, plus (B) 50% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such any remaining Net Cash Proceeds realized or receivedfrom the issuance of the Senior Secured Notes, after the payments and reductions set forth in Section 2.06(b)(ii), to repay the outstanding Revolving Credit Loans of the Revolving Credit Lenders in accordance with their Applicable Percentage; provided that no such prepayment repayments 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 be made only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 reduce the outstanding amounts thereof to zero, and shall be applied in the following order: first, ratably to the terms of L/C Borrowings and the documentation governing such IndebtednessSwing Line Loans, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with second, ratably to the respective principal amounts thereofoutstanding Revolving Credit Loans.
Appears in 1 contract
Sources: Credit Agreement (McClatchy Co)
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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to If (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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any of the Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by pursuant to Section 7.05(a7.05(1), (b6), (c10), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o16) or (p20) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (yB) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 (2)(f) of this Section 2.07, an aggregate principal amount of Term Loans equal to (x) if the Senior Secured Net Leverage Ratio for the most recent Test Period is greater than 1.50 to 1.00, 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received, (y) if the Senior Secured Net Leverage Ratio for the most recent Test Period is less than or equal to 1.50 to 1.00 and greater than 1.00 to 1.00, 50% of all Net Cash Proceeds realized or received and (z) if the Senior Secured Net Leverage Ratio for the most recent Test Period is less than or equal to 1.00 to 1.00, 0% of all Net Cash Proceeds realized or received; provided provided, that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Pari Passu Lien Debt or Permitted Pari Passu Secured 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 Pari Passu Lien Debt or 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 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 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 2.07(2)(b)(i) 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)(A2.07(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 in accordance with Section 2.05(b)(ii)(B2.07(2)(b)(ii).
(ii) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (which notice other than any Disposition specifically excluded from the application of Section 2.07(2)(b)(i)) or any Casualty Event, at the option of the Borrower, the Borrower may only be provided if no Event reinvest (directly, or through one or more of Default has occurred its Restricted Subsidiaries) all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Borrower and is then continuing); provided that the Asset Percentage shall be 75% its Restricted Subsidiaries (A) within twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Total Leverage Ratio for Borrower or any of its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt of such Net Cash Proceeds, no later than one hundred and eighty (180) days after the Test Period was less than or equal to 4.50:1.00end of such twelve (12) month period; 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, and subject to clauses (e) and (f) of this Section 2.07(2), an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower or such Restricted Subsidiary reasonably determines that such Net Cash 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 2.07(2)(b).
(c) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness has been (i) not expressly permitted to be incurred or issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor AgreementSection 7.03 or (ii) that constitutes Credit Agreement Refinancing Indebtedness, then the Borrower may, shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.date which is five
Appears in 1 contract
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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after At the end of the --------- (-----) Year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT not less than twenty five percent (25%) of the original Area on the Effective date not then converted into a fiscal year Development Lease (s)" Area subject to relinquish. Such relinquishment shall be in a single unit of whole Exploration Blocks or originally existing parts of Exploration Blocks not be deducted again when calculating converted into Development Lease(s) unless otherwise agreed upon between GANOPE and CONTRACTOR so as to enable the prepayment required relinquishment requirements to be made pursuant precisely fulfilled, then relinquish the remaining Area at the end of the last Exploration phase except the areas converted to this Section 2.05(b)(idevelopment lease(s). Contractor may retain the " Area subject to relinquish" in any Exploration phase Subject to the approval of the Minister of Petroleum by submitting at least six (6) for months pre- notification to GANOPE, including the immediately succeeding fiscal year pursuant additional technical activities to clause be undertaken in the " Area subject to relinquish" during the next exploration period of years which CONTRACTOR elects to extend after the initial exploration period provided that CONTRACTOR shall submit a statement of costs and expenses of such additional activities, It is understood that CONTRACTOR is committed to such financial and technical commitments in addition to the Exploration commitments related to the second --------------- (i---) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), Exploration period according to Article IV (b)) ,provisions of Article IV of this Agreement shall be applied, (c), (d) (provided that CONTRACTOR shall submit a letter of guarantee with an equal amount to the extent constituting a Disposition costs of such additional activities, according to annex ( c) of this agreement and shall also pay an unrecoverable bonus for retaining "the Area subject to relinquish". At the end of the ---------- (------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent (--------%) of the original Area on the Effective date not then converted to a Loan PartyDevelopment Lease(s), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after . CONTRACTOR shall also relinquish the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal "Area subject to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations relinquish" retained pursuant to the First Lien Intercreditor Agreementabove mentioned paragraph, then excluding the Borrower may, area(s) converted to Development Lease(s). Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Lease(s) unless otherwise agreed upon between GANOPE and CONTRACTOR so as to enable the extent required pursuant relinquishment requirements to be precisely fulfilled. CONTRACTOR may retain the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.above mentioned additional --------------- percent ( -------
Appears in 1 contract
Sources: Concession Agreement
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(a), If the Borrower or any of its Subsidiaries shall cause to be prepaid an aggregate principal amount have received Net Cash Proceeds in excess of Term Loans equal to $50,000,000 from (A) 50% the issuance in the capital markets by the Borrower or any of its Subsidiaries of any Debt (such percentage as it may be reduced as other than Debt of the nature described below, the “ECF Percentage”in clauses (i) and (iii) of Excess Cash FlowSection 5.02(e) and other than commercial paper issued by Oracle or New Oracle), if any, for the fiscal year covered by such financial statements minus or (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year sale or after year-end and prior to when such Excess Cash Flow prepayment is due (including issuance in the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) 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 capital markets by the amount Borrower or any of such paymentsits Subsidiaries of equity interests for Net Cash Proceeds, in the case of each of the immediately preceding clauses (iA) and (iiB), to any party other than the extent such prepayments are not funded with Borrower or any of its Subsidiaries, the proceeds of Indebtedness; provided that (x) the ECF Percentage Borrower shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or required to make a mandatory prepayment of Advances in an aggregate amount equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Net Cash Proceeds in accordance with this Section 2.08(b); provided, furtherthat, any deductions pursuant to clause if the Borrower has previously made a mandatory prepayment of Advances in accordance with this Section 2.08(b), no further mandatory prepayment shall be required until the amount of Net Cash Proceeds of the nature described in clauses (iA) or and (iiB) above with respect to prepayments made after the end again exceed $50,000,000. Any mandatory prepayment of a fiscal year shall not be deducted again when calculating the prepayment Advances required to be made pursuant to this Section 2.05(b)(i2.08(b) for shall be made on the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If earlier of (1) (x) the Borrower or last day of the Interest Period for any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days Advance ending after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of until all such Net Cash Proceeds realized or received; provided that no such prepayment have been prepaid) and (2) the 30th calendar day after the receipt thereof and shall be required pursuant applied to this Section 2.05(b)(ii)(A) with respect to such portion of the Advances comprising a Borrowing ratably; provided, that, all such Net Cash Proceeds shall have been applied to prepay Advances not later than the 30th calendar day after the date that such Net Cash Proceeds exceed $50,000,000.
(ii) If by the fifth Business Day after the date of Borrowing hereunder the Acquisition and the Mergers shall not have been consummated, then, unless such prepayment under this clause (ii) is waived by the Required Lenders, the Borrower shall have, on or prior to such date, given written notice within three Business Days thereafter prepay the Loans in full.
(iii) All prepayments under this subsection (b) shall be made together with accrued interest to the Administrative Agent date 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 that such prepayment on the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofamount prepaid.
Appears in 1 contract
Mandatory. (i) Within five (5) For any Excess Cash Flow Period, within ten Business Days after financial statements have been delivered or were required to have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (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 prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash FlowFlow for such Excess Cash Flow Period (commencing with the Excess Cash Flow Period ending on December 31, if any2024), for the fiscal year covered by such financial statements minus (B) the sum of:
(1) the aggregate amount of voluntary principal prepayments in cash of the Loans, Sustainable Revolving Credit Facility Loans (ito the extent accompanied by a permanent reduction in the Sustainable Revolving Credit Facility Commitment), Specified Refinancing Term Loans or Indebtedness (other than any revolving Indebtedness) all voluntary that is pari passu in right of payment and security with the Initial Term Loans, in each case made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the relevant Excess Cash Flow Period or, at the option of the Swedish Borrower and without duplication, on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (including prepayments at a discount to par in connection with Permitted Debt Exchanges, repayments of Obligations of any Replaceable Lender permitted under Section 3.08 and assignments made to Parent or any of its Subsidiaries permitted under this Agreement, with credit given for the actual amount of the cash payment) (except prepayments of Term Loans secured revolving Indebtedness that are not accompanied by a corresponding permanent commitment reduction), in each case other than to the extent that any such prepayment is funded with the proceeds of long-term Indebtedness (other than any revolving Indebtedness (except for revolving Indebtedness used to prepay any other revolving Indebtedness)); AMERICAS 126348241
(2) [reserved],
(3) the amount of Taxes paid and/or capital expenditures either made in cash by any Borrower or any of its Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Swedish Borrower’s option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Swedish Borrower exercises such option, such amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such capital expenditures or Taxes are funded with the proceeds of long-term Indebtedness (other than any revolving Indebtedness),
(4) the aggregate amount of cash consideration paid by any Borrower or any Restricted Subsidiary (on a consolidated basis) in connection with any Investments, any acquisitions, acquisitions of intellectual property and any deferred payments in connection with any acquisition and Restricted Payments (including, without limitation, any distribution with respect to Taxes) other than, in each case, any Investments in cash or Cash Equivalents or Investments in Parent or any Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Swedish Borrower’s option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Swedish Borrower exercises such option, such amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such cash consideration is funded with the proceeds of long-term Indebtedness (other than any revolving Indebtedness), and
(5) at the Borrowers’ election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(5) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by any Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year or after year-otherwise budgeted or planned to be paid in cash, in each case, relating to Investments, any acquisitions, acquisitions of intellectual property and any deferred payments in connection with any acquisition, or capital expenditures to be consummated or made during the period of four consecutive fiscal quarters of Parent following the 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) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year other than, in each case, any Investments in cash or after year-end and prior to when such Excess Cash Flow prepayment is due Equivalents or Investments in Parent or any Restricted Subsidiaries; provided that to the extent the Revolving Credit Commitments are permanently reduced by aggregate amount of cash actually utilized to finance such Investments and capital expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration or amount otherwise budgeted or planned for such uses, the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), shortfall shall be added to the extent calculation of Excess Cash Flow at the end of such prepayments are not funded with the proceeds period of Indebtednessfour consecutive fiscal quarters; provided that (x) the ECF Percentage such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% if the First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements Excess Cash Flow Period relates was less than or equal to 4.00:1.00 and but greater than 3.25:1.00 and (y) the ECF Percentage shall be 3.00:1.00 or to 0% if the First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements Excess Cash Flow Period relates was less than or equal to 3.25:1.00; provided3.00:1.00, further, any deductions pursuant to respectively (the amount described in this clause (i) or (ii) above ), the “ECF Prepayment Amount”); provided further that no prepayment shall be required with respect to prepayments made any Excess Cash Flow Period to the extent Excess Cash Flow for such period is less than the greater of (x) $5,000,000 and (y) 10.0% of Four Quarter Consolidated EBITDA (and only the amounts in excess thereof shall be required to be prepaid); provided further that, if the First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the end percentage in respect of a fiscal year shall not be deducted again when calculating the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Excess Cash Flow prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveshall apply.
(ii) If any Asset Sale (Aor series of related Asset Sales) If (1) (x) results in the Borrower receipt by the Borrowers or any Restricted Subsidiary Disposes of aggregate Net Cash Proceeds in excess of $10,000,000 per fiscal year (such threshold amount, the “De-Minimis Amount” and any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(asuch event, a “Relevant Transaction”), (b), (c), (d) (then except to the extent constituting the Swedish Borrower elects to reinvest all or a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrowers shall prepay, subject to Section 2.05(b)(viii) and (ix), an aggregate principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or, within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrowers or such percentage as it Restricted Subsidiary; provided that the AMERICAS 126348241 Borrowers may be reduced as described belowuse a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness (other than Indebtedness under the Sustainable Revolving Credit Facility Agreement) 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 “Asset Percentage”extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of all such Net Cash Proceeds realized and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or received; provided that no to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08).
(iii) Upon the incurrence or issuance by Parent, Holdings, any Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrowers shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers or such Restricted Subsidiary.
(iv) [reserved].
(v) [reserved].
(vi) Subject to Section 2.17, each prepayment shall be required of Term Loans pursuant to this Section 2.05(b)(ii)(A2.05(b) shall be applied among Term Loan Tranches as directed by the Swedish Borrower (other than a prepayment of (x) Term Loans with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Refinancing Notes issued or incurred to the extent permitted under Section 7.01(a), which shall be applied to the Term Loan Tranche, as applicable, being refinanced pursuant thereto) and, in the case of a Term Loan Tranche, within a Term Loan Tranche as directed by the Swedish Borrower (and absent such direction, in direct order of maturity). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this Section 2.05(b) shall be applied to the principal installments thereof as directed by the Swedish Borrower (and absent such direction, to the remaining scheduled installments with respect to such Term Loan Tranche in direct order of maturity). Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the then outstanding Base Rate Loans and SOFR Loans under such Facility; provided that, if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06.
(vii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a SOFR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such SOFR Loan pursuant to Section 3.06 and, to the extent applicable, any additional amounts required pursuant to Section 2.05(a)(iii).
(viii) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Subsidiary (a “Foreign Disposition”) giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i), are or is prohibited, restricted or delayed by applicable local law (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any directors or officers of such Subsidiaries) from being repatriated to the applicable Borrowers, the portion of such Net Cash 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 but may be retained by the applicable Subsidiary (it being understood and agreed that the Borrower Borrowers shall havebe under no obligation to cause or to attempt to cause the applicable Subsidiary to promptly take any actions reasonably required by the applicable local law to permit such repatriation, on to monitor any such circumstances or prior to such date, given written reserve cash for future repatriation after it has provided notice to the Administrative Agent of its intent to reinvest in accordance with such prohibition, restriction, delay or risk). AMERICAS 126348241
(ix) Notwithstanding any other provisions 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 may2.05, to the extent required that the Swedish Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) would result in material adverse tax consequences (as reasonably determined by the terms Swedish Borrower in consultation with the Administrative Agent and the Lead Lender, taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Subsidiary; provided that to the extent that the repatriation of the documentation governing relevant Net Cash Proceeds of any Foreign Disposition or Excess Cash Flow, directly or indirectly, from the relevant Subsidiary would no longer have a material adverse Tax consequence (as reasonably determined by the Swedish Borrower) within the 365-day period following the Foreign Disposition or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Net Cash Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this sub-clause (ix) shall be promptly applied (net of any Taxes payable as a result of such repatriation) to the repayment of the Term Loans pursuant to Section 2.05 as otherwise required above.
(x) Notwithstanding any other provisions of this Section 2.05(b), the Borrowers may make prepayments required in connection with any Indebtedness that is secured on a pari passu basis with the Initial Term Loans on a ratable basis based on the outstanding principal amount of such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
Appears in 1 contract
Sources: Credit Agreement (Oatly Group AB)
Mandatory. (i) Within If the Applicable Credit Rating is not at least BBB- as of the end of any fiscal year, within five (5) Business Days after the financial statements have been delivered pursuant to Section 6.01(a) in respect of such fiscal year and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall cause to be 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 (1) the period from but excluding the Closing Date to December 31, 2006, covered by such financial statements and (2) thereafter, the fiscal year covered by such financial statements minus MINUS (B) the sum of (ix) all voluntary prepayments of Term Loans 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) and (iiy) 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 (ix) and (iiy), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided PROVIDED that (xA) the ECF Percentage percentage in Section 2.05(b)(i) shall be reduced to 25% if the First Lien Total Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than 1.4 to 1.0 and greater than or equal to 4.00:1.00 and greater than 3.25:1.00 1.1 to 1.0 and (yB) the ECF Percentage no payment of any Loans shall be 0% required under this Section 2.05(b)(i) if the First Lien Total Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than 1.1 to 1.0.
(ii) 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/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 3.25:1.00such excess; providedPROVIDED that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii) unless after the prepayment in full of the Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(iii) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied 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, further, subject to clause (v) of this Section 2.05(b).
(iv) The Borrower shall notify the Administrative Agent in writing of any deductions mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i2.05(b) for the immediately succeeding fiscal year pursuant to clause at least three (i3) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 and provide a reasonably detailed calculation of the realization or receipt amount of such Net Cash Proceeds an aggregate principal amount prepayment. The Administrative Agent will promptly notify each Term Lender of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) contents of all such Net Cash Proceeds realized or received; provided that no such the Borrower's prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion notice and 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Term Lender's Pro Rata Share of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofprepayment.
Appears in 1 contract
Sources: Credit Agreement (Uici)
Mandatory. Subject to the ABL Intercreditor Agreement: (i%4) 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any of its Restricted Subsidiary Disposes of Subsidiaries consummate any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) Asset Sale or (y) any Casualty Event Involuntary Disposition occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash ProceedsProceeds in excess for all such Dispositions that have occurred subsequent to the immediately prior prepayment pursuant to this Section 2.03(b) (or, and (2if there is no such prior prepayment, on or subsequent to the Closing Date) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00of $40,000,000, 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% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.03(b)(i)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, 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)(B2.03(b)(i)(B) (which notice election may only be provided made if no Event of Default has occurred and is then continuing). (%5) with respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may use all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business (including for making Acquisitions) within (i) 365 days of the receipt of such Net Cash Proceeds or (ii) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business within 365 days after receipt of such Net Cash Proceeds, within 540 days after receipt of such Net Cash Proceeds; provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued Net Cash Proceeds are not so used within the time period set forth above in compliance with this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant 2.03(b)(i)(B) or are no longer intended to be so used at any time after delivery of a notice of such election, an amount equal to any such Net Cash Proceeds shall be promptly applied to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms prepayment of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis as set forth in accordance with the respective principal amounts thereofthis Section 2.03.
Appears in 1 contract
Sources: Credit Agreement (Polyone Corp)
Mandatory. The Borrower shall make mandatory prepayments as follows:
(i) Within five (5) If on the last day of an Excess Cash Flow Period a Rating Condition exists, within ten Business Days after financial statements for such Excess Cash Flow Period have been delivered pursuant to Section 6.01(a6.01(a)(i) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall cause to be prepaid make a mandatory prepayment by prepaying an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) product of the applicable Excess Cash Flow, if any, Flow Prepayment Percentage times Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow Period.
(ii) If the Borrower or any of its Restricted Subsidiaries Disposes of any property, other than pursuant to any Excepted Disposition, which results in the realization by such Person of Net Cash Proceeds in an amount equal to more than $25,000,000 (or $15,000,000 if a Default has occurred and is continuing) (whether in a single transaction or on an aggregate basis), but only if a Rating Condition exists on the date such monetary threshold is met, the Borrower shall make a mandatory prepayment is due (including the by prepaying an aggregate principal amount of Term Loans prepaid pursuant equal to 100% of such Net Cash Proceeds in excess of $15,000,000 within five Business Days after receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(a)(iv2.05(b)(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 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 in assets useful in the business of the Borrower and its Restricted Subsidiaries so long as (i) during within 12 months after the receipt of such time) and Net Cash Proceeds, the purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent), or (ii) all voluntary prepayments within 12 months after the receipt of Revolving Credit Loans during such fiscal year Net Cash Proceeds, the Borrower or such Restricted Subsidiary shall have entered into a definitive agreement to reinvest such Net Cash Proceeds in assets useful in the business of the Borrower and its Restricted Subsidiaries, and the purchase of such assets shall have been consummated within six months after year-the end of such 12 month period; and prior provided further, however, that any Net Cash Proceeds not subject to when such Excess Cash Flow prepayment is due definitive agreement or so reinvested shall be applied to the extent prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, without premium or penalty (except for amounts required under Section 3.05), first, ratably to the principal repayment installments with respect to the Term Facility under Section 2.07(a) and any principal repayment installments with respect to each Additional Term Loan Facility (unless the amendment or supplement to this Agreement executed in connection with such Additional Term Loan Facility otherwise provides), in direct order of maturity and, second, to the Revolving Credit Commitments are permanently reduced by Facility in the manner set forth in clause (v) of this Section 2.05(b); provided that each Term Lender or Additional Term Facility Lender may reject its portion of the mandatory prepayment with respect to the Term Facility or Additional Term Facility, as applicable, in which event the Borrower may retain the portion of the mandatory prepayment so rejected.
(iv) Whether or not a Rating Condition exists, 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.
(v) 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, if the Cash Collateralization of the Outstanding Amount of the L/C Obligations is then required, but has not been effected, hereunder, to such paymentsCash Collateralization; and, in the case of each prepayments 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions Revolving Credit Facility required pursuant to clause (i) or (ii) above with respect to prepayments made of this Section 2.05(b), the amount remaining, if any, after the end prepayment in full of a fiscal year all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time, 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 not be deducted again when calculating the prepayment required applied (without any further action by or notice to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) from the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party)) to reimburse the L/C Issuer or the Revolving Credit Lenders, (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofapplicable.
Appears in 1 contract
Sources: Credit Agreement (Universal American Financial Corp)
Mandatory. (i) Within five [Reserved.]
(5ii) Business Days after financial statements have been delivered Other than in connection with a Cost-Cutting Transaction (solely to the extent the proceeds thereof are incorporated into the Approved Budget effective as of the date of the applicable Cost-Cutting Transaction and solely to the extent such proceeds are used as and when contemplated thereby), if any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty insurance or condemnation awards (or from payments in lieu thereof) (excluding for purposes of this clause (y) any Net Cash Proceeds from “Recoveries” (as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement), which must be paid to AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z) incurs or issues any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a7.02), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 prepay an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized within five (5) Business Days of the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, (A) so long as no Event of Default shall have occurred and be continuing, with respect to any prepayment of Term Loans required to be made pursuant to the preceding clause (x) above in this Section 2.05(b)(ii), subject to the consent of the Required Lenders (in their sole discretion), if such prepayment would result in the prepayment of one or received; more Eurodollar Rate Loans on a day other than the last day of the then current Interest Period for each such Eurodollar Rate Loan, the Borrower may defer the relevant portion of such required payment until the last day of the relevant then current Interest Period of each such applicable Eurodollar Rate Loan (provided that such deferral period shall in no case exceed sixty (60) days, provided further that, upon the occurrence of an Event of Default or the Termination Date during any such prepayment deferral period, the Borrower shall immediately prepay Term Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be required pursuant applied to prepay Loans under this Section 2.05(b)(ii) (without giving effect to this Section 2.05(b)(ii)(Aclause (A)) but which have not previously been so applied) and (B) with respect to any Net Cash Proceeds of (1) any property constituting an Asset Sale otherwise required to be applied under preceding clause (x) above in this Section 2.05(b)(ii), or (2) casualty insurance or condemnation awards (or from payment in lieu thereof) otherwise required to be applied under preceding clause (y) above in this Section 2.05(b)(ii), then in each case, subject to the prior written consent of the Required Lenders (in their sole discretion), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets on terms and conditions reasonably agreed to by the Required Lenders; and provided further, however, that the Borrower any Net Cash Proceeds of, as applicable, Asset Sales or casualty insurance or condemnation awards (or from payment in lieu thereof) not so reinvested 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 promptly applied if no an Event of Default has occurred and is then continuingcontinuing to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii); provided that the Asset Percentage shall be 75% .
(iii) Subject to Section 2.05(c), if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; providedapplicable, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations eachEach prepayment of Term Loans pursuant to the First Lien Intercreditor Agreement, then the Borrower mayforegoing provisions of this Section 2.05(b) shall be applied first, to the extent required pursuant outstanding NM Term Loans; and second, to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofoutstanding Roll-up Loans.
Appears in 1 contract
Sources: Superpriority Senior Debtor in Possession Credit Agreement (Paperweight Development Corp)
Mandatory. (i) Within If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Restricted Subsidiary in respect thereof) and, 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(a)receipt of such Net Cash Proceeds, the Borrower shall cause to be prepaid prepay the relevant Term Loans in an aggregate principal amount of Term Loans equal to (A) 50100% (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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 all such paymentsNet Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (yx) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (zy) other than during the Basket Suspension Period, in the case of each any Disposition or Event of the immediately preceding clauses (i) and (ii), to the extent such prepayments are Loss not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (iiyx) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage so long as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% , if the Total Leverage Ratio Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Test Period was less than Borrower or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 maya Restricted Subsidiary, to the extent required pursuant such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that the Borrower or a Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the terms extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the amount of such Net Cash Proceeds in excess of the documentation governing applicable $2,500,000 basket described above not so reinvested. The amount of each such Indebtedness, prepay prepayment shall be applied to the relevant outstanding Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofthis Section 1.9 until paid in full.
Appears in 1 contract
Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Mandatory. (i) Within five The Borrower shall, if applicable, within one (51) Business Days Day after financial statements the earlier of the date on which (x) a Responsible Officer becomes aware of any non-compliance with the requirements described in the following clauses (A), (B), (C) , (D) or (E) or (y) written notice thereof shall have been delivered pursuant given to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid by the Administrative Agent, prepay an aggregate principal amount of Term Loans equal the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances to cause (A) 50% (the Unsecured Leverage Ratio not to exceed the maximum Unsecured Leverage Ratio set forth in Section 5.04(b)(i) on such percentage as it may be reduced as described belowBusiness Day, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum Leverage Ratio not to exceed the maximum Leverage Ratio set forth in Section 5.04(a)(i) on such Business Day, (C) the Unencumbered Asset Debt Service Coverage Ratio not to be less than the minimum Unencumbered Asset Debt Service Coverage Ratio set forth in Section 5.04(b)(ii) on such Business Day, (D) the Facility Exposure not to exceed the Facility Available Amount on such Business Day and (E) the aggregate Available Amount of all Letters of Credit then outstanding not to exceed the Letter of Credit Facility. If both (x) all Advances have been prepaid and such prepayments are not sufficient to cause Borrower to comply with each of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due A), (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such timeB), (C), (D) and (E) and (y) there remains Letter of Credit Exposure, the Borrower shall make a deposit in the L/C Cash Collateral Account in an amount equal to the lesser of (I) the amount sufficient to cause the Borrower to comply with each of (A), (B), (C), (D) and (E) or (II) the amount of the Letter of Credit Exposure.
(ii) 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 To the extent the Revolving Credit Commitments are permanently reduced funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount of such payments, in to the case of each Borrower.
(iii) Prepayments of the immediately preceding Facilities made pursuant to clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage above shall be 25first 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, and third deposited in the L/C Cash Collateral Account to Cash Collateralize 100% if of the First Lien Leverage Ratio 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 fiscal year covered by L/C Cash Collateral Account, such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage funds shall be 0% if applied to reimburse the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than applicable Issuing Bank or equal to 3.25:1.00; providedLenders, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveas applicable.
(iiiv) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), All prepayments under this subsection (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection shall be made together with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior accrued interest to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate prepayment on the principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofprepaid.
Appears in 1 contract
Sources: Credit Agreement (Easterly Government Properties, Inc.)
Mandatory. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts set forth below upon the occurrence of any of the following events:
(i) Within five (5) Business Days In the event of any Debt Issuance by the Borrower or any of its Restricted Subsidiaries on or 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(a)Closing Date, then concurrently with receipt of Net Cash Proceeds of such Debt Issuance, the Borrower shall cause prepay an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans equal to be prepaid 100% of such Net Cash Proceeds.
(ii) If Net Cash Proceeds of Extraordinary Receipts received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries exceed during any calendar year an amount equal to $50,000,000 (the portion of such Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Extraordinary Receipts”) the Borrower shall prepay an aggregate principal amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to (A) 50100% (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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 Extraordinary Receipts immediately upon receipt thereof by the amount of Borrower or 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Restricted Subsidiary; provided, furtherhowever, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end that, for so long as no Event of a fiscal year Default shall not have occurred and be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) continuing, the Borrower or any a Restricted Subsidiary Disposes of any property or may reinvest such Extraordinary Receipts in assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which used in the aggregate results businesses of the Borrower or its Restricted Subsidiaries, and in such case any such Extraordinary Receipts that have not been reinvested within one year from the realization or receipt thereof by the Borrower or such Restricted Subsidiary shall be immediately applied to the prepayment of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans.
(iii) If Net Cash Proceeds received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries from one or more Dispositions (other than Dispositions to the Borrower or to a Restricted Subsidiary permitted by Section 7.05(b)(ii)) exceed during any calendar year, an aggregate amount equal to $50,000,000 (the portion of such Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Disposition Net Cash Proceeds”) the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to such Excess Disposition Net Cash Proceeds pursuant to Section 2.03(c) and, to the extent such offer is declined, the Borrower may retain such declined amounts, provided, however, for so long as no Event of Default shall have occurred and be continuing, the Borrower or a Subsidiary may reinvest such Excess Disposition Net Cash Proceeds (other than Net Cash Proceeds in connection with the Disposition of a Refinery) in assets used in the business of the Borrower or its Subsidiaries, and (2) in the First Lien Leverage Ratio is greater than case of any Excess Disposition Net Cash Proceeds that have not been reinvested within one year from the receipt thereof by the Borrower or equal to 3.75:1.00such Subsidiary, the Borrower shall cause immediately upon the expiration of such one-year period, make an offer to the Lenders to prepay an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to such Excess Disposition Net Cash Proceeds pursuant to Section 2.03(c).
(iv) Upon a Disposition of (A) the El Paso Refinery as permitted under Section 7.05(c)(i), the Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in full, and (B) the Gallup Refinery as permitted under Section 7.05(c)(ii), the Borrower shall prepay an aggregate principal amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of the Net Cash Proceeds (which amount shall be in compliance with clause (B) of Section 7.05(c)(ii)) received by the Borrower or such Restricted Subsidiary; provided in each case, that 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 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 Cash Proceeds of such transaction or event (such Indebtedness required to be prepaid offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on or prior a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Cash Proceeds allocated to the date which is 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 and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and, if applicable, the Incremental Term Loans, and the amount of prepayment of the Term Loans and, if applicable, the Incremental Term Loans, that would have otherwise been required pursuant to this Section 2.03(b) 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 realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described belowand, if so provided in the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 haveIncremental Term Loan Supplement applicable thereto, 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Incremental Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofterms hereof.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Western Refining, Inc.)
Mandatory. (i) Within one hundred twenty (120) days following the end of each Fiscal Year, the Borrower shall execute and deliver to the Administrative Agent a certificate of the Borrower's Chief Executive Officer or Chief Financial Officer demonstrating its calculation of Excess Cash Flow for such Fiscal Year (except that in the case of Fiscal Year 2002, such calculation shall be made for the period from the Business Day immediately following the Closing Date through the end of such Fiscal Year) along with a prepayment of the then outstanding Advances equal to fifty percent (50%) of the annual Excess Cash Flow if the ratio of Consolidated Funded Debt to EBITDA at the end of such Fiscal Year equals or is greater than 2.50:1; provided, however, that if the ratio of Consolidated Funded Debt to EBITDA, measured at the end of such Fiscal Year of the Borrower (after giving pro forma effect to making of such prepayment), for such Fiscal Year of the Borrower, is less than 2.50:1, then the required prepayment of the then outstanding Advances shall be in the amount of twenty-five percent (25%) of the annual Excess Cash Flow.
(ii) Within five (5) Business Days days after financial statements receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from Asset Dispositions, unless such proceeds may be reinvested in accordance with the definition of "Asset Disposition," the Borrower shall prepay the then outstanding Advances in an amount equal to one-hundred percent (100%) of such Net Cash Proceeds in excess of $2,000,000 in any Fiscal Year. In the event that such Net Cash Proceeds have been delivered pursuant reinvested in accordance with the definition of "Asset Disposition" and were not used within such one hundred eighty (180) day period as required thereby, then Borrower shall, on the first Business Day after such one hundred eighty (180) day period, prepay the then outstanding Advances in an amount equal to Section 6.01(athe amount of such Net Cash Proceeds which have not been so reinvested.
(iii) and Within five (5) days after receipt by the related Compliance Certificate has been delivered pursuant to Section 6.02(a)Borrower or any of its Subsidiaries of Net Cash Proceeds from any Debt Issuance, the Borrower shall cause to be prepaid prepay the then outstanding Advances in an aggregate principal amount of Term Loans equal to one hundred percent (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”100%) of Excess such Net Cash FlowProceeds.
(iv) Within five (5) days after receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from any Equity Issuance, if anyfifty percent (50%), for of such Net Cash Proceeds; provided, that the fiscal year covered Borrower may retain an amount up to one hundred percent (100%) of such Net Cash Proceeds to the extent that (x) such Net Cash Proceeds are derived from a Qualified Initial Public Offering or from a subsequent Public Offering of common shares by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior Borrower to when such Excess Cash Flow prepayment is due redeem its series B redeemable preferred stock (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such timeaccrued and unpaid dividends thereon) and (y) after giving effect to such transaction, the ratio of Consolidated Funded Debt to EBITDA is equal to or less than 3.00 to 1.00. Concurrently with the consummation of such transaction the proviso set forth in Section 8.1 shall be in effect.
(v) Within five (5) days after receipt of Net Cash Proceeds by the Borrower or any of its Subsidiaries from 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 (i), (ii) all voluntary prepayments or (iii) above, unless the Borrower or such Subsidiary intends in good faith to reinvest such proceeds in accordance with the definition of "Extraordinary Receipt," the Borrower shall prepay the then outstanding Advances in an amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $2,000,000 in any Fiscal Year.
(vi) Each prepayment made pursuant to clause (ii), (iii) or (v) shall be subject to the provisions of Section 11.4(c) and shall be applied to prepay the Facilities in the following manner: first, ratably to the Term A Facility and the Term B Facility, and ratably to each unpaid installment of principal of each of the Term Facilities until such installments are paid in full; second, to prepay Swing Line Advances then outstanding until such Advances are paid in full; third, to prepay Revolving Credit Loans during such fiscal year or after year-end Advances and prior to when such Excess Cash Flow prepayment is due to the extent Letter of Credit Advances then outstanding (whereupon the Revolving Credit Commitments are Facility shall be permanently reduced by as set forth in Section 2.5(b)(iv) in the amount of such paymentsprepayment) until such Revolving Credit Advances are paid in full; and fourth, deposited in the case of each L/C Cash Collateral Account to cash collateralize 100% of the immediately preceding clauses (i) Available Amount of the Letters of Credit then outstanding and (ii)within any of the foregoing Facilities, unless otherwise designated by the Borrower, such prepayments shall be applied first to the extent such prepayments are not funded with payment of Prime Rate Advances and second to the proceeds payment of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions Eurodollar Rate Advances. Each prepayment made pursuant to clause (i) or (iiiv) above with shall be subject to the provisions of Section 11.4(c) and shall be applied to prepay the Term A Facility and the Term B Facility on a ratable basis, and ratably to each unpaid installment of principal of each of the Term Facilities until such installments are paid in full. 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 applicable Issuing Bank or the Revolving Credit Lenders, as applicable. The amount remaining (if any) after the required prepayment of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrower. Upon the termination of all of the Commitments and the final payment in full of all Obligations, including, without limitation, termination or expiration of all Letters of Credit and the final payment in full of all Obligations in respect of all Letters of Credit, then all amounts remaining on deposit in the L/C Cash Collateral Account shall be returned to prepayments made after the Borrower.
(vii) The Borrower shall, within fifteen (15) days following the end of a fiscal year shall not be deducted again when calculating each month in each Fiscal Year, pay to the prepayment required Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to be made pursuant cause the aggregate amount on deposit in such Account to this Section 2.05(b)(i) for equal the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveamount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(iiviii) (A) If (1) (x) the Borrower or At any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in time that the aggregate results amount of Revolving Credit Advances, Letter of Credit Advances, Swing Line Advances and the aggregate Available Amount of all Letters of Credit, in each case outstanding, exceeds the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Revolving Credit Facility, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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, immediately repay Revolving Credit Advances to the extent required pursuant necessary to reduce the principal balance of Revolving Credit Borrowings to an amount equal to or less than the Revolving Credit Facility.
(ix) The foregoing notwithstanding, the provisions of this Section 2.6(b) shall not be construed to permit any Equity Issuance, Debt Issuance or Asset Disposition otherwise prohibited under the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofthis Agreement.
Appears in 1 contract
Sources: Credit Agreement (Team Health 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(a)Upon receipt by any Loan Party or any of its --------- Subsidiaries of Net Cash Proceeds from any Asset Disposition, the Borrower shall cause to be prepaid prepay the then outstanding Advances in an aggregate principal amount of Term Loans equal to one- hundred percent (A100%) 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 payable concurrently with consummation of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or receivedDisposition; provided that no such prepayment -------- need be made (1) unless the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be required pursuant made in the amount of the entire Asset Disposition) or until the cumulative Net Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of the Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), except that the terms of this Section 2.05(b)(ii)(A) shall not be applicable with respect to Asset Dispositions by the Borrower or any Subsidiary if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to the Borrower, the business of the Subsidiaries) within 180 days of such portion Asset Disposition, provided that any -------- such Net Proceeds not so reinvested shall be used to prepay the Advances on the 181st day; provided, however, that with respect to the Net Proceeds -------- ------- from the Orpington Sale/Leaseback, the Borrower shall have twenty-four (24) months from the closing of the Orpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), provided, that, if -------- such Net Proceeds from the Orpington Sale/Leaseback are not so reinvested within such twenty-four (24) month period, any such Net Proceeds not so reinvested shall be used to prepay the Advances on the Business Day immediately succeeding the second anniversary of the closing of the Orpington Sale/Leaseback.
(ii) Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from any Equity Issuance, the Borrower shall prepay the then outstanding Advances in an amount equal to one hundred percent (100%) of such Net Cash Proceeds that payable concurrently with consummation of such issuance.
(iii) Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the sale or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt permitted to be incurred under Section 7.02), the Borrower shall haveprepay the then outstanding Advances in an amount equal to one hundred percent (100%) of such Net Cash Proceeds payable concurrently with consummation of such sale or issuance.
(iv) Each prepayment made pursuant to clause (i), on (ii), or prior (iii) shall be applied to prepay the Facilities in the following manner: first, ----- to prepay Term A Advances then outstanding until the Term A Facility is repaid in full (such dateprepayments to be applied to the installments of the Term A Advances in the inverse order of the maturity thereof); second, given written notice to ------ prepay Revolving Advances then outstanding until such Revolving Advances are paid in full; third to prepay Alternative Currency Revolving Advances ----- then outstanding until such Alternative Currency Revolving Advances are paid in full; fourth to prepay Letter of Credit Advances then outstanding ------ until such Advances are paid in full and fifth, to prepay Alternative ----- Currency Letter of Credit Advances then outstanding until such Advances are paid in full.
(v) The Borrower shall, within fifteen (15) days following the end of each month in each Fiscal Year, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the (i) amount by which the aggregate Available Amount of its intent all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day plus ---- (ii) the Dollar Equivalent amount by which the aggregate Available Amount of all Alternative Currency Letters of Credit then outstanding exceeds the Alternative Currency Letter of Credit Facility on such Business Day.
(vi) The foregoing notwithstanding, the provisions of this subsection 2.06(b) shall not be construed 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 that the permit any Equity Issuance, Debt issuance or Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Disposition otherwise prohibited under the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofthis Agreement."
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2020) and the related Compliance Certificate has been is required to be delivered pursuant to Section 6.02(a), the Borrower shall cause to be offered to be prepaid in accordance with clause (vii) below, 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 “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements 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 (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) 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 paymentsand, in the case of each the fiscal year ending December 31, 2020, all voluntary prepayments of Term Loans made during the immediately preceding clauses fiscal year ending December 31, 2019, (ix) 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 internally generated cash and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the excluding any such voluntary prepayments made during such fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after that reduced the end of a fiscal year shall not be deducted again when calculating the prepayment amount required to be made prepaid pursuant to this Section 2.05(b)(i) for in the immediately succeeding prior fiscal year pursuant to clause (i) or (ii) aboveyear.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property pursuant to Section 7.05(d) or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such any Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be offered to be prepaid in accordance with clause (vii) 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, an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no if at the time that any such prepayment shall would be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that required, the Borrower shall have, is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking a pari passu basis with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required 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”), prepay Term Loans and purchase then the Borrower may apply such Indebtedness 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) 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; 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, 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, the Borrower or any Restricted Subsidiary (A) incurs Indebtedness that is intended to constitute Credit Agreement Refinancing Indebtedness or (B) incurs any Indebtedness after the Closing Date that is not otherwise permitted under Section 7.03, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom, together with the applicable Prepayment Premium, on or prior to the date which is five (5) Business Days after the receipt by Holdings, the Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment or Term Loan Extension Request, (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 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; (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iii) 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 in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective principal amounts thereofPro Rata Shares of such prepayment.
(v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii) or (iii) of this Section 2.05(b) (in each case, specifying the clause of this Section 2.05(b) under which such prepayment is required) 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.
Appears in 1 contract
Mandatory. (i) Within If any Debt for Borrowed Money shall be issued or incurred by Borrower or any Subsidiary (other than Debt permitted under Section 5.02(c) except clauses (xix) and (xx)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence in accordance with clause (iv) below.
(ii) If, for any fiscal year of Borrower commencing with the fiscal year ending December 28, 2008, there shall be Excess Cash Flow, Borrower shall, no later than five (5) Business Days after the date on which the financial statements have been with respect to such fiscal year are 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(a5.01(i), the Borrower shall cause to be prepaid make prepayments as provided in clause (iv) below in an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus then ended.
(Biii) On each occasion that a Prepayment Event occurs, Borrower shall within five Business Days after the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 occurrence of such paymentsPrepayment Event (or, in the case of each Deferred Net Cash Proceeds, within five Business Days after the last day of the immediately preceding clauses (i) and (iiReinvestment Period relating to such Prepayment Event), make prepayments, in accordance with clause (iv) below in an aggregate amount equal to 100% of the extent Net Cash Proceeds from such prepayments are not funded with the proceeds of IndebtednessPrepayment Event; provided that (x) up to 50% of the ECF Percentage shall Net Cash Proceeds that constitute Special Proceeds may be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than applied to Junior Capital that is being repurchased, redeemed or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions repaid pursuant to clause (iSection 5.02(g)(viii) or (ii) above j)(i)(w); provided further that no prepayment shall be required as a result of any Asset Sale Prepayment Event and Casualty Event until the aggregate amount of Net Cash Proceeds from all Asset Sale Prepayment Events and Casualty Events following the Closing Date that have not previously been applied to prepay Advances in accordance with this Section 2.10 exceeds $50,000,000 with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required such Asset Sale Prepayment Events and Casualty Events.
(iv) Amounts to be applied in connection with prepayments made pursuant to this Section 2.05(b)(i2.10(b) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) shall be applied (A) If first, to the repayment of the Tranche X Advances (1) (x) the Borrower or any Restricted Subsidiary Disposes in forward order of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(amaturity), (b)B) second, (c), (d) (to the extent constituting prepayment of the Tranche B Advances on a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after pro rata basis among the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause scheduled repayments remaining to be prepaid made on or prior each other Tranche B Repayment Date pursuant to Section 2.06 (provided that Borrower may elect to apply such prepayment to the date which is ten (10) Business Days next four occurring installments of the Tranche B Facility after the date of such prepayments) and, (C) third, to the realization Revolving Credit Advances and Revolving Credit Commitments. The application of any prepayment pursuant to this Section 2.10(b) shall be made, first, to Base Rate Advances and, second, to Eurodollar Rate Advances. Each prepayment of the Advances under this Section 2.10(b) (except in the case of Revolving Credit Advances that are Base Rate Advances and Swing Line Advances) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Notwithstanding the foregoing, to the extent that (x) a mandatory prepayment of the type described in Section 2.10(b)(iii) would be required to be made with Net Cash Proceeds received by Foreign Subsidiaries of Borrower, (y) Borrower or receipt any Guarantor requires a dividend or distribution of such Net Cash Proceeds an aggregate principal amount of Term Loans equal from such Foreign Subsidiaries in order to 100% make such prepayment and (z) such percentage as it may be reduced as described belowdividend or distribution would result in material adverse tax consequence to Borrower, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that then no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect until such time as either such dividend or distribution is no longer required to make such portion of prepayment or such Net Cash Proceeds that the Borrower shall have, on dividend or prior distribution would no longer have a material adverse tax consequence 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofBorrower.
Appears in 1 contract
Sources: Credit Agreement (Tribune Co)
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(a)end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2018, the Borrower shall cause to be prepaid prepay Loans in an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) Prepayment Percentage of Excess Cash Flow, if any, Flow for the such fiscal year covered by such financial statements minus less (B) the sum of (i) all voluntary prepayments of Term Loans 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)(iv2.05(a)(i) during such time) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow . Each 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for shall be made no later than the immediately succeeding date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year pursuant for which Excess Cash Flow is being calculated (such prepayments to clause be applied as set forth in clauses (iv) or and (iivii) abovebelow).
(ii) (A) If (1) (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 (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o7.05(b)-(e) or (pg)-(n)) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 that (A) no prepayment shall be required to be made with up to 30% of the Net Cash Proceeds from the ▇▇▇▇▇▇▇ Ridge Sale-Leaseback to the extent used on Capital Expenditures or fees in connection with the ▇▇▇▇▇▇▇ Ridge Sale-Leaseback or to make Beach Instalment Payments and (B) with respect to any Net Cash Proceeds realized under any other 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 after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage Disposition), and so long as it may no Default shall have occurred and be reduced as described belowcontinuing, the “Asset Percentage”) of Borrower or such Subsidiary may reinvest all such Net Cash Proceeds realized or 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 such Net Cash Proceeds in operating assets so long as (1) within 180 days after receipt of such Net Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (2) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the date of entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further 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 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 haveprepay 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 (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) 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) 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) 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 dateinsurance proceeds, given written notice condemnation awards or indemnity payments), 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 (A) within 180 days after receipt of such Net Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the date of entering into of such definitive agreement (in each case, as certified by the Borrower in writing 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 continuingAgent); and provided further that the Asset Percentage any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be 75% if immediately applied to the Total Leverage Ratio for prepayment of the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued Loans as set forth in compliance with this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations 2.05(b)(iv).
(v) Each prepayment of Loans pursuant to the First Lien Intercreditor Agreementforegoing provisions of this Section 2.05(b)(i) through (iv) shall be applied, then the Borrower mayfirst, to the extent required pursuant Term Facility to the terms principal repayment installments thereof in direct order of maturity to the documentation governing such Indebtednessnext four principal repayment installments thereof and, prepay Term Loans and purchase such Indebtedness thereafter, to the remaining principal repayment installments (including any installment on the Maturity Date) thereof on a pro rata basis and, second, to the Revolving Credit Facility in accordance the manner set forth in clause (vii) of this Section 2.05(b); provided that each prepayment of Loans arising in connection with the respective ▇▇▇▇▇▇▇ Ridge Sale-Leaseback shall be applied, first, to the Term Facility to the remaining principal amounts thereofrepayment installments (including any installment on the Maturity Date) thereof on a pro rata basis and, second, 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 the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) 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 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 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) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Quidel Corp /De/)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered The Aggregate Commitments shall be automatically and permanently reduced on each date on which Net Cash Proceeds from the issuance of Indebtedness are allocated to the Committed Loans pursuant to Section 6.01(a2.04(b)(iv)(1.)(B) and Section 2.04(b)(iv)(2.)(II) by the related Compliance Certificate has been delivered amount of each such allocation. Notwithstanding the foregoing, in no event shall the Aggregate Commitments be reduced below the Aggregate Commitment Minimum from any issuance of Indebtedness unless there exists an Event of Default.
(ii) The Aggregate Commitments shall be automatically and permanently reduced on each date on which Net Cash Proceeds of Dispositions are allocated to the Committed Loans pursuant to Sections 2.04(b)(ii)(B) and (C) by the amount of each such allocation. Notwithstanding the foregoing, in no event shall the Aggregate Commitments be reduced below the Aggregate Commitment Minimum from any Disposition unless there exists an Event of Default.
(iii) The Aggregate Commitments shall be automatically and permanently reduced on each date on which Net Cash Proceeds of issuances of Equity Interests are allocated to the Committed Loans pursuant to Section 6.02(a)2.04(b)(iii)(B) by the amount of each such allocation. Notwithstanding the foregoing, in no event shall the Borrower Aggregate Commitments be reduced below the Aggregate Commitment Minimum from any issuance of Equity Interests unless there exists an Event of Default.
(iv) The Aggregate Commitments shall cause be automatically and permanently reduced on each date on which the prepayment of Committed Loans is required to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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 made pursuant to Section 2.05(a)(iv2.04(b)(i) during or Section 2.04(b)(v) by an amount equal to the applicable Reduction Amount. Notwithstanding the foregoing, in no event shall the Aggregate Commitments be reduced below the Aggregate Commitment Minimum from any such reduction unless there exists an Event of Default.
(v) If after giving effect to any reduction or termination of the Aggregate Commitments under this Section 2.05, the Letter of Credit Sublimit exceeds the Aggregate Commitments at such time) and (ii) all voluntary prepayments , the Letter 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 Sublimit shall be automatically 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveexcess.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
Appears in 1 contract
Sources: Credit Agreement (Media General 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(a), the Borrower shall cause to be prepaid Term Loans in an aggregate principal amount of Term Loans 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 ending December 31, 2017) minus (B) the sum of (iwithout duplication) (1) all voluntary prepayments of Term Loans (excluding prepayments pursuant to Section 2.06(a)(iv)) during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(i) in the prior 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) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(i) in the prior 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, but 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 IndebtednessInternally Generated Cash; provided that (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Consolidated First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and 3.75 to 1.00 but greater than 3.25:1.00 3.25 to 1.00 and (y) the ECF Percentage no payment of any Term Loans shall be 0% required under this Section 2.06(b)(i) if the Consolidated First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant 3.25 to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above1.00.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (f), (g), (h), (i), (lj), (m), (no), (op), (q), (r) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunders)) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 of Term Loans equal to 100% (of all Net Cash Proceeds received; provided that, if at the time that any such percentage as it may prepayment would be reduced as described belowrequired, the “Asset Percentage”Borrower is required to offer to repurchase or prepay Permitted Pari Passu Secured Refinancing Debt or Incremental Equivalent Debt or other Indebtedness permitted by Section 7.03 that is secured on a pari passu basis with the Obligations (or, in each case, any Indebtedness pursuant to a Permitted Refinancing in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of all the documentation governing such Indebtedness with such Net Cash Proceeds realized (such Permitted Pari Passu Secured Refinancing Debt or receivedIncremental Equivalent Debt or other Indebtedness permitted by Section 7.03 that is secured on a pari passu basis with the Obligations (or, in each case, any Indebtedness pursuant to a Permitted Refinancing in respect thereof) required to be offered to be so repurchased or prepaid, “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 provided, further 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 2.06(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)(A2.06(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) (which notice may only be provided if no Event of Default has occurred and is then continuing2.06(b)(ii)(B); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.;
Appears in 1 contract
Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a6.01(i) (commencing with the fiscal year ending December 31, 2014) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(i), 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 (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements 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)(iv2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility 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 under the ABL Facility 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 (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveinternally generated cash.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of the Borrower makes any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a)Asset Sale, (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, in each case, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 (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% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no if at the time that any such prepayment shall would be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that required, the Borrower shall have, on is required to offer to repurchase Senior Secured Notes or prior to such date, given written notice to any other Additional Parity Debt (or solely in the Administrative Agent case of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no any Asset Sale or Casualty Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than property or equal to 4.50:1.00; providedassets not constituting Notes Collateral, further that if any other Senior Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then of the Borrower may, to the extent required or any Subsidiary Guarantor) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale or Casualty Event (such Senior Secured Notes and other Additional Parity Debt or Senior Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), prepay Term Loans and purchase then the Borrower may apply such Indebtedness Net 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, 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 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 2.05(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 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 (other than Indebtedness that is intended to constitute Credit Agreement Refinancing Indebtedness)), the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below an aggregate principal amount of 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, Extension Request or any Incremental Amendment, (A) each prepayment of Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding (provided that (i) any prepayment of 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 Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans); (B) with respect to each Class of 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 in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective principal amounts thereofPro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) 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.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Polymer Group 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(a)6.02(b) and (y) ninety-five (95) days after the end of such fiscal year, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) Percentage of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus over (B) the sum of (i) all voluntary prepayments of Term Loans 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 time2.05(a) and (ii) all voluntary the aggregate principal amount of optional 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 (i) and (ii), solely to the extent such prepayments are not funded with accompanied by a concurrent equivalent permanent reduction in the proceeds of IndebtednessRevolving Credit Commitments); provided that (x) the ECF Percentage shall any such prepayments were not made with proceeds of any Indebtedness, Disposition, equity issuance, Extraordinary Receipts or other proceeds that would not be 25% if the First Lien Leverage Ratio included in calculating Consolidated EBITDA for the applicable fiscal year covered by (such financial statements was less than or equal prepayments to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to applied as set forth in clause (iv) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovebelow).
(ii) (A) If (1) (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 (i) permitted by Section 7.05(a), 7.05 (other than clause (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (othereof) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 prepay an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or receivedwithin ten (10) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); 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 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 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 made or (B) 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 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 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 haveprepay 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 dateinsurance 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 within 180 days after the receipt of such cash proceeds to replace or repair the Administrative Agent equipment, fixed assets or real property in respect of its intent 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)(ii)(B2.05(b)(iv) (which notice may only be provided if no Event then the Borrower or such Subsidiary shall have an additional 180 days after the end of Default has occurred and is then continuingthe such initial 180-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv); provided and provided, further, however, that the Asset Percentage any cash proceeds not so applied shall be 75% if promptly applied to the Total Leverage Ratio for prepayment of the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued Loans as set forth in compliance with this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations 2.05(b)(iv).
(v) Each prepayment of Loans pursuant to the First Lien Intercreditor Agreementforegoing provisions of this Section 2.05(b) shall be applied, then first, in direct order of maturity to the Borrower maynext four principal repayment installments of the Term Facility and, thereafter, to the extent required pursuant to the terms remaining scheduled principal installments of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness Facility on a pro rata basis 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 respective principal amounts thereofrelevant 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 the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Except as otherwise provided 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), 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) to 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 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 be effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, as applicable, will be promptly after such repatriation applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided 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 related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements commencing with the fiscal year ended on or about December 31, 2011 minus (B) the sum aggregate amount of (i) all voluntary principal prepayments of Term Loans 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) and (ii) 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 Loans, 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, or the proceeds of any sale or other disposition of assets outside the ordinary course of business; provided provided, that (x) the ECF Percentage such percentage shall be reduced to 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Consolidated Senior Secured Debt Ratio for as of the last day of the prior fiscal year covered by such financial statements was less than 2.5:1.0 or equal to 3.25:1.00; provided2.25:1.0, furtherrespectively. Notwithstanding the foregoing, any deductions pursuant to clause (i) or (ii) above with respect to all mandatory prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for shall be limited to the immediately succeeding fiscal year pursuant extent that the Borrower reasonably determines that such mandatory prepayments would result in adverse tax consequences related to clause (i) or (ii) abovethe repatriation of funds in connection therewith by Foreign Subsidiaries.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property consummates one or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date more Asset Sales which result in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Proceeds in excess of $15,000,000 in any fiscal year, 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 an aggregate principal amount of Term Loans equal and (2) except to 100% (the extent the Borrower elects in such percentage as it may be reduced as described below, the “Asset Percentage”) of all such notice to permanently reduce Indebtedness with Net Cash Proceeds realized or received; provided that no such prepayment shall be required from ABL Collateral pursuant to this Section 2.05(b)(ii)(A7.05(b) with respect to such or reinvest, in each case, all or a 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 7.05, prepay an aggregate principal amount of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or Loans in an amount equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then 100% of all Net Cash Proceeds received from such Asset Sale within five (5) Business Days of receipt thereof by the Borrower may, to the extent required pursuant to the terms of the documentation governing or such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofRestricted Subsidiary.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and If for any reason the related Compliance Certificate has been delivered pursuant to Section 6.02(a)Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower Borrowers shall cause promptly prepay Revolving Credit 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 be prepaid such excess.
(ii) If, at any time, the Alternate Currency Exposure shall exceed the Alternate Currency Maximum Amount, the Borrowers shall, as promptly as practicable, but in no event later than the next Business Day after the Borrowers’ receipt of written notice thereof from the Administrative Agent, pay an aggregate principal amount of Term the Alternate Currency Loans equal sufficient to bring the Alternate Currency Exposure within the Alternate Currency Maximum Amount.
(Aiii) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) Prepayments of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be Facility made pursuant to this Section 2.05(b)(i2.04(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 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 any Borrower or any other Loan Party) for to reimburse the immediately succeeding fiscal year L/C Issuer or the Revolving Credit Lenders, as applicable. Further, prepayments pursuant to clause (i) or (ii) above.
(ii) this subpart (A) If (1) (x) first, shall be applied, ratably for the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a)Lenders, to outstanding Base Rate Loans, (b)B) second, ratably for the Lenders, to outstanding Daily Simple SOFR Loans, (c)C) third, (d) (on a ratably for the Lenders, to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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 Proceedsoutstanding Term SOFR Loans, and (2D) fourth, to outstanding Alternate Currency Loans (or, at the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date discretion of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 mayAgent, to cash collateralize Alternate Currency Loans until the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofapplicable Interest Adjustment Date).
Appears in 1 contract
Sources: Credit Agreement (International Money Express, Inc.)
Mandatory. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts set forth below upon the occurrence of any of the following events:
(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(a), beginning for the period of the fiscal year ending December 31, 2015, the Borrower shall cause to be prepaid prepay the Loans as hereafter provided in an aggregate principal amount of Term Loans equal to (Ai) 5025% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus less (Bii) the sum amount of (i) all any voluntary prepayments of made on the Term Loans Loan during such fiscal year; provided, however, if the Leverage Ratio as of the last day of such fiscal year is less than 3.25 to 1.0, then the Borrower shall not be required to make the foregoing payment for such fiscal year.
(ii) The Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to the Excess Asset Sale Proceeds at such time as required by Section 7.04(b).
(iii) In the event of any Debt Issuance on or after year-end and prior the Closing Date, the Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to when 100% of all Net Cash Proceeds received therefrom within five (5) Business Days of receipt of such Net Cash Proceeds.
(iv) If Net Cash Proceeds of Extraordinary Receipts received on or after the Closing Date by any Loan Party exceed during any calendar year an amount equal to $50,000,000 (the portion of such Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Cash Flow prepayment is due (including Extraordinary Receipts”) the Borrower shall prepay an aggregate principal amount of Term Loans prepaid pursuant and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to Section 2.05(a)(iv) during such time) and (ii) all voluntary prepayments 100% of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due Extraordinary Receipts within five (5) Business Days of receipt thereof by such Loan Party; provided, however, that, for so long as no Event of Default shall have occurred and be continuing, any Loan Party may reinvest such Extraordinary Receipts in assets used in the businesses of the Borrower or its Restricted Subsidiaries, and in such case any such Extraordinary Receipts that have not been reinvested within 365 days from the receipt thereof shall be immediately applied to the extent prepayment of the Revolving Credit Commitments are permanently reduced by the amount of such paymentsTerm Loans and, if so provided in the case of each of the immediately preceding clauses (i) and (ii)Incremental Term Supplement applicable thereto, to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Incremental Term Loans as set forth herein; provided, further, that, if any deductions pursuant Loan Party has entered into a binding commitment to clause (i) or (ii) above reinvest any portion of the Excess Extraordinary Receipts in accordance with respect to prepayments made after the end foregoing proviso within such 365 day period, then the prepayment using such portion of a fiscal year the Excess Extraordinary Receipts shall not be deducted again when calculating required until the date that is 730 days after receipt of such Net Cash Proceeds. provided in each case, that if at the time that any such prepayment would be required, the Parent or the Borrower is required to offer to repurchase any other Indebtedness permitted to be incurred hereunder pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such transaction or event (such Indebtedness required to be made offered to be so repurchased, “Other Applicable Indebtedness”), then the Parent or the Borrower, as applicable, 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, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) 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 and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and, if applicable, the Incremental Term Loans, and the amount of prepayment of the Term Loans and, if applicable, the Incremental Term Loans, that would have otherwise been required pursuant to this Section 2.05(b)(i2.03(b) for the immediately succeeding fiscal year pursuant to clause shall be reduced accordingly and (iB) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition the holders of Other Applicable Indebtedness decline to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) have such indebtedness repurchased or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00prepaid, the Borrower declined amount shall cause to be prepaid on or prior to the date which is promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the realization or receipt of such Term Loans and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans in accordance with the terms hereof. All Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required not applied pursuant to this Section 2.05(b)(ii)(A2.03(b) with respect to such portion of such Net Cash Proceeds that or Section 7.04(b) may be used 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 Loan Parties and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio their respective Subsidiaries for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofgeneral corporate purposes.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Seventy Seven Energy 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than (x) any Disposition of any property or assets (i) permitted by Section 7.05(a7.04 (excluding Section 7.04(o), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Disposition of equity interests of Amber Holding or acquisition of shares of Capital Stock of the Borrower acquired in the Stock Buy-Back) or (2) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Proceeds in excess of $75,000,000, 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 Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 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)(i) 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)(A2.05(b)(i) 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 in accordance with Section 2.05(b)(ii)(Breinvest) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofdefinition of “Net Proceeds.”
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(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 prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, 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 sum aggregate amount of (i) all voluntary principal prepayments of Term the Loans 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)(iv2.05(a)(i) during such time) and (ii) all voluntary except 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 unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Commitments are permanently reduced Facility) and of 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 amount 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 such payments, the Second Lien Loans pursuant to Section 2.05(a)(iii) of the Second Lien Credit Agreement (in the case of each of the immediately preceding clauses (iB) and (iiC), to the extent such prepayments are not funded financed with the proceeds of Indebtednessinternally generated funds); provided that (x) the ECF Percentage such percentage shall be reduced to 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Total Leverage Ratio for as of the last day of the prior fiscal year covered by such financial statements was less than 3.90:1.00 or equal to 3.25:1.00; provided3.40:1.00, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboverespectively.
(ii) (A1) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a7.05(a), (b(b), (c(c), (d) (to the extent constituting a Disposition to a Loan Party(d), (e(e), (g(f), (h(h), (i(i), (l(j), (m), (n), (o(k) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder(l)) 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 ProceedsProceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), and (2) then if such Relevant Transaction, together with all other Relevant Transactions occurring in the First Lien Leverage Ratio is greater than or equal to 3.75:1.00same fiscal year of the Borrower, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of such aggregate Net Cash Proceeds an aggregate principal amount in excess of Term Loans equal to 100% (such percentage as it may be reduced as described below$2,500,000, the “Asset Percentage”) of Borrower shall, except to the extent the Borrower elects to reinvest all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such a 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)(B2.05(b)(ii)(B) (which notice election may only be provided made if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or , prepay an aggregate principal amount of Loans in an amount equal to 4.50:1.00100% 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.
(A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than as specifically excluded in Section 2.05(b)(ii)(A)) 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, further 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 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 Trade L/C Collateralization or (y) is incurred after the Trade Facility Collateral Term Loan Amount has been issued 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 compliance effect or (ii) the Total Revolving Credit Outstandings denominated in any Alternative Currency at any time exceed 103% of the Alternative Currency Sublimit with Section 7.01 and 7.03 with Liens ranking pari passu with respect to such Alternative Currency, the Liens securing 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 First Lien Intercreditor Agreementprepayment 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, then (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 mayand 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 sole discretion that, due to the extent required 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 terms of 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 such Indebtednessany Incremental First Lien Term Loans, prepay 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 purchase allocated among such Indebtedness 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 the their respective principal amounts thereofPro Rata Shares.
Appears in 1 contract
Sources: First Lien Credit Agreement (Evoqua Water Technologies Corp.)
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(a6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid in an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements 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 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) and (ii) 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 , 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 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 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 preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 excess at such time and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause remainder of (i) or the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the preceding proviso less (ii) above with respect to the aggregate amount of mandatory prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovefurther proviso.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (m), or (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) 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 in an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 datereceipt, 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 the Asset Percentage no such reinvestment right shall be 75% 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 $20,000,000 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 Total Leverage Ratio for expiration of the Test Period was less than or relevant time period set forth above, an amount equal to 4.50:1.00; providedany such Net Cash Proceeds shall be applied first, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with to prepay the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower mayTerm Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, Cash Collateralize L/C Obligations, 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 terms period from the date of the documentation governing 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 IndebtednessCasualty 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 $50,000,000 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 purchase 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 Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations 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 Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) 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 Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) 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 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, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect.
(vi) 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) or (v) 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.
(vii) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied pro rata basis 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 the their respective principal amounts thereofPro Rata Shares.
Appears in 1 contract
Mandatory. (i) Within five Upon the incurrence by a Loan Party of any Debt for borrowed money other than Debt permitted to be incurred pursuant to Section 5.02(b), not later than two (52) 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(a)date of receipt of any Net Proceeds thereof, the Borrower shall cause to be prepaid make a prepayment of the Term Loan in an aggregate principal amount of Term Loans equal to 100% of such Net Proceeds.
(ii) If for any reason the Combined Total Outstandings at any time exceed the Global Borrowing Base as then in effect, then (A) 50until the Discharge of ABL Obligations, the Borrower shall immediately prepay first, the ABL Obligations and, then, the Loans (which prepayment shall be applied ratably as between the Term Loan Facility and the Delayed Draw Term Loan Facility) and (B) thereafter, the Borrower shall immediately prepay the Loans (which prepayment shall be applied ratably as between the Term Loan Facility and the Delayed Draw Term Loan Facility), in each case in an aggregate amount to eliminate such excess.
(iii) Within one (1) Business Day following receipt by any Loan Party or any Affiliate thereof of any portion of the 2020 Tax Refund Proceeds, the Borrower shall (A) first, make a prepayment of the Delayed Draw Term Loan in an amount equal to the sum (which shall not be less than zero) of (A) the lesser of (x) 65% (such percentage as it may be reduced as described below, the “ECF Percentage”or 100% if an Event of Default has occurred and continuing) of Excess Cash Flowthe amount of the 2020 Tax Refund Proceeds (or portion thereof) so received and (y) the Delayed Draw Term Loan Facility at such time (plus accrued interest thereon and the Early Termination Fee, if any, for payable pursuant to Section 2.04 in connection therewith), and (B) second, to the fiscal year covered by such financial statements extent the amount of the 2020 Tax Refund Proceeds so received is greater than, minus (B) the sum of (i) all voluntary prepayments of Term Loans 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 scheduled repayments of the Term Loans prepaid Loan that have been made pursuant to Section 2.05(a)(iv2.05(b) during such time) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 Amendment Effect Date and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten of such prepayment (10) Business Days after the date without duplication of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term theany such scheduled repayments that reduced any prior prepayment required pursuant to the foregoing clause this Section 2.06(Ab), prepay any ABL Obligations then outstanding(iii)).
(iv) Each prepayment of the Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required made pursuant to this Section 2.05(b)(ii)(A2.06(b) with respect shall be accompanied by the payment of (A) accrued interest to such portion the date of such Net Cash Proceeds that payment on the Borrower shall have, on amount prepaid and (B) whether before 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 after an Event of Default has occurred and is then continuing); provided that or acceleration, the Asset Percentage shall be 75% Early Termination Fee, if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; providedany, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations payable pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms Section 2.04 in connection with any prepayment of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofLoans.
Appears in 1 contract
Mandatory. The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium:
(i) Within five on each Semi-Annual Payment Date following the Substantial Completion Date, all amounts on deposit in the TIFIA Prepayment Account on such date after taking into account the payment described in Section 9(c)(ii) of interest due and payable on such date in respect of the TIFIA Bond (5but not constituting TIFIA Mandatory Debt Service), all as set forth in Section 606(c)(iv) Business Days after financial statements have been delivered pursuant to Section 6.01(aof the Tenth Supplemental Indenture;
(ii) and if, as of any date on which the related Compliance Certificate has been delivered pursuant to Section 6.02(aBorrower calculates the Rate Coverage Test under the Indenture Documents (but in no event less frequently than annually), the Borrower shall cause have failed to be prepaid an aggregate principal amount in compliance with the Rate Coverage Test for at least twelve (12) consecutive months (and would remain out of Term Loans equal to (A) 50% (compliance as of such percentage as it may be reduced as described below, date with the “ECF Percentage”) of Excess Cash Flow, if any, Rate Coverage Test but for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A10(a)(ii)), and after any payments or prepayments described in Section 9(b), Section 9(c) and Section 10(a)(i), an amount, payable from amounts then on deposit in the Airports Authority Account and, if necessary, the Set-Aside Account, that is sufficient to cause the Borrower to be in compliance with respect the Rate Coverage Test. If the mandatory prepayment described in this Section 10(a)(ii) is not sufficient to such portion of such Net Cash Proceeds that cause the Borrower to regain compliance with the Rate Coverage Test, the Borrower shall havecontinue to make the mandatory prepayment described in this Section 10(a)(ii) on each date as of which the Borrower calculates the Rate Coverage Test thereafter until the Borrower is in compliance with the Rate Coverage Test.
(iii) upon receipt of any Termination Compensation, including any Allocable Costs or Losses (each as defined in the Permit and Operating Agreement), an amount equal to the proceeds thereof less the amount of such proceeds used to pay Senior Obligations pursuant to the Indenture; provided, however, that if the Termination Compensation is payable after the occurrence of a Bankruptcy Related Event described in Section 20(a)(ix)(A), such proceeds shall be applied pro rata to prepay Senior Obligations and the TIFIA Loan;
(iv) following the application of Loss Proceeds to repair or restore the Dulles Toll Road following an Event of Loss, any Net Loss Proceeds; and
(v) following the determination thereof, which determination shall be made no later than the first (1st) anniversary of the Substantial Completion Date, an amount equal to the product of (A) twenty-two and four hundred seventy-three thousandths percent (22.473%) multiplied by (B) an amount equal to the positive difference, if any, between (1) projected Eligible Project Costs included in the Base Case Projections less (2) the total amount of actual invoiced Eligible Project Costs. Each prepayment pursuant to this Section 10(a) shall be accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such prepayment, distinct from any other amounts paid on or prior to such date. An illustrative schedule of prepayments under Section 10(a)(i), given written notice based on the Base Case Financial Model, is set forth in Exhibit B-2; provided, that Exhibit B-2 is intended for informational purposes only and does not necessarily reflect the actual amounts to the Administrative Agent of its intent to reinvest be prepaid under Section 10(a), which actual amounts will be determined in accordance with Section 2.05(b)(ii)(B9(c)(ii) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 606(c)(iv) of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofTenth Supplemental Indenture.
Appears in 1 contract
Sources: Tifia Loan Agreement
Mandatory. (i) Within five Subject to the Borrower’s rights under clause (5iii) Business Days of this Section 2.06(b) below, the Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries at any time after financial statements the Effective Date, offer to the Lenders to prepay, at 100% of the principal amount being prepaid, an aggregate principal amount of the Term Loans or deposit into the Collateral Account an amount equal to the amount of such Net Cash Proceeds. Subject to allocation among the Interest Bearing Component and the Non-Interest Component as set forth in Section 2.05, each such prepayment accepted by the Lenders shall be applied ratably to each of the Term Loans on a pro rata basis. Each Lender shall have been delivered the right to reject any offered mandatory prepayment under this Section 2.06(b)(i) and, if a Lender does so reject an offered mandatory prepayment, the Borrower will offer to the Lenders that have agreed to accept the offered prepayment to prepay to such Lenders ratably the amount of such prepayment so rejected. Any amount of Net Cash Proceeds which all Lenders reject as a mandatory prepayment under this Section 2.06(b) may be retained and used by the Borrower subject to compliance with the other requirements of the Loan Documents.
(ii) The Borrower shall, commencing on March 31, 2011, and on each subsequent anniversary of such date that occurs prior to the Maturity Date, offer to the Lenders to prepay, at 100% of the principal amount being prepaid, a principal amount of the Term Loans equal to fifty percent (50%) of the Free Cash Flow for the calendar year then most recently ended. Each Lender shall have the right to reject any offered mandatory prepayment under this Section 2.06(b)(ii) and, if a Lender does so reject such an offered mandatory prepayment, the Borrower will offer to the Lenders that have agreed to accept the offered prepayment to prepay to such Lenders ratably the amount of such prepayment so rejected. Any amount of Free Cash Flow that all Lenders reject as a mandatory prepayment under this Section 2.06(b)(ii) may be retained and used by the Borrower subject to compliance with the other requirements of the Loan Documents. In the event one or more Lenders accept in writing the Borrower’s offer to prepay the Term Loans pursuant to this Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a2.06(b)(ii), the Borrower shall cause make such prepayment not later than April 30 of the applicable calendar year.
(iii) Notwithstanding anything to the contrary contained in subsection (b)(i) of this Section 2.06, so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment of the Term Loans would otherwise be required pursuant to subsection (b)(i) of this Section 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be prepaid an aggregate principal amount of applied to prepay the Term Loans equal to (A) 50% (on 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 date 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 $5,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsections to be applied to prepay the Term Loans exceeds $10,000,000, at which time the aggregate amount of all Net Cash Proceeds received and greater than 3.25:1.00 and (y) not applied to prepay the ECF Percentage Term Loans shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this offered as a prepayment of the Term Loans in accordance with Section 2.05(b)(i) for 2.06(b)(i). Upon the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) occurrence of an Event of Default and upon demand from the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Administrative Agent, the Borrower shall cause immediately prepay the Term Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be prepaid on or prior applied to prepay the Term Loans in accordance with this Section 2.06 (without giving effect to the first and second sentences of this subsection (b)(iii)) but which have not previously been so applied.
(iv) All prepayments under this subsection (b) shall be made together with (A) accrued interest to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate prepayment on the principal amount of the Interest Bearing Component of the Term Loans equal to 100% then being prepaid and (such percentage as it may be reduced as described below, the “Asset Percentage”B) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required any amounts owing 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 continuing9.04(c); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
Appears in 1 contract
Sources: Credit Agreement (Trump Entertainment Resorts, Inc.)
Mandatory. (i) Within five (5) If at any time the Total Utilization of Tranche 1 Revolving Commitments exceeds the First Out Line Cap, then within one 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(a)Day thereof, the Borrower and Co-Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described belowprepay first, the “ECF Percentage”) of Excess Cash FlowSwing Line Loans and second, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Revolving Loans 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) and (ii) 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 necessary so that the Total Utilization of Tranche 1 Revolving Credit Commitments are permanently reduced by shall no longer exceed the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii)First Out Line Cap; provided that, to the extent such prepayments are not funded with excess amount is greater than the proceeds aggregate principal dollar amount of Indebtedness; provided that (x) Swing Line Loans and Revolving Loans outstanding immediately prior to the ECF Percentage application of such prepayment, the amount so prepaid shall be 25% if retained by the First Lien Leverage Ratio Administrative Agent and held in the Cash Collateral Account as cover for the fiscal year covered by Letter of Credit Usage, as more particularly described in Section 2.04(l), and thereupon such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage cash shall be 0% if deemed to reduce the First Lien Leverage Ratio for the fiscal year covered aggregate Letter of Credit Usage by such financial statements was less than or equal to 3.25:1.00an equivalent amount; provided, further, any deductions pursuant to that (1) if the circumstances described in this clause (i) are the result of the imposition of or increase in a Reserve (ii) above with respect to prepayments made after other than a Push Down Reserve), the end of a fiscal year Borrower and Co-Borrowers shall not be deducted again when calculating the prepayment required to make the initial prepayment or deposit until the fifth Business Day following the date on which Administrative Agent notifies the Borrower of such imposition or increase and (2) the Letter of Credit Usage may not be made pursuant reduced to this Section 2.05(b)(i) for less than zero. Prior to the Revolver Commitment Termination Date, if, on any date, the aggregate FILO Loans exceed the FILO Borrowing Base at such time, a Push Down Reserve shall be immediately succeeding fiscal year pursuant and automatically established in respect of the Tranche 1 Borrowing Base in an aggregate principal amount equal to clause (i) or (ii) abovesuch excess.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired At all times after the Restatement Effective Date in connection with occurrence and during the continuance of a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt Cash Dominion Period and notification thereof by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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, (subject to the extent required pursuant provisions of Sections 2.19, 9.03 and to the terms of the documentation governing such IndebtednessSecurity Agreement), prepay Term Loans on each Business Day, at or before 11:00 a.m., New York City time, the Administrative Agent shall apply all immediately available funds credited to the Administrative Agent Account or otherwise received by Administrative Agent for application to the Obligations or Secured Obligations (in the case of clause sixth and purchase such Indebtedness on a clause eighth below), first, to payment of any fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 11.04 and amounts payable under Article III) payable to the Administrative Agent and Collateral Agent in their capacity as such; second, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent and the Issuing Banks pro rata basis in accordance with the respective principal amounts thereof.of Unfunded
Appears in 1 contract
Mandatory. (iA) Within five (5) Business Days On the date of the Term Loan A Borrowing, after financial statements have been delivered pursuant giving effect to Section 6.01(a) such Term Loan A Borrowing, and from time to time thereafter upon each repayment or prepayment of the related Compliance Certificate has been delivered pursuant to Section 6.02(a)Term Loan A Advances, the Borrower aggregate Term Loan A Commitments of the Term Loan A Lenders shall cause be automatically and permanently reduced, on a pro rata basis, by an amount equal to be prepaid an the amount by which the aggregate Term Loan A Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loans equal to (A) 50% (such percentage as it may Loan A Advances then outstanding; provided, however, that the Term Loan A Commitments shall terminate, and all Term Loan A Advances made thereunder shall be reduced as described belowrepaid in full, no later than the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus Term Loan A Termination Date.
(B) On the sum date of (i) all voluntary prepayments the Term Loan B Borrowing, after giving effect to such Term Loan B Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loans during such fiscal year or after year-end Loan B Advances, the aggregate Term Loan B Commitments of the Term Loan B Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Term Loan B Commitments immediately prior to when such Excess Cash Flow prepayment is due (including reduction exceed the aggregate unpaid principal amount of the Term Loans prepaid pursuant Loan B Advances then outstanding; provided, however, that the Term Loan B Commitments shall terminate, and all Term Loan B Advances made thereunder shall be repaid in full, no later than the Term Loan B Termination Date.
(C) On the date of the Term Loan C Borrowing, after giving effect to Section 2.05(a)(iv) during such time) Term Loan C Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan C Advances, the aggregate Term Loan C Commitments of the Term Loan C Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Term Loan C Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loan C Advances then outstanding; provided, however, that the Term Loan C Commitments shall terminate, and all Term Loan C Advances made thereunder shall be repaid in full, no later than the Term Loan C Termination Date.
(ii) On and after the date that 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 Term Loan Advances shall have been repaid in full, the Revolving Credit Commitments are Facility shall be automatically and permanently reduced by the amount of such payments, in the case of on 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the date on which prepayment thereof is required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause 2.06(b)(i), (iii), (iii), (iv) or (iiv) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (in an amount equal to the extent constituting a Disposition to a Loan Party)applicable Reduction Amount, (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or provided that each such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date reduction of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment Revolving Credit Facility shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that made ratably among the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest Revolving Credit Lenders in accordance with their Revolving Credit Commitments."
(a) Section 2.05(b)(ii)(B2.06 (Prepayments and Repayments) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans Credit Agreement is hereby amended by deleting subsection (c) thereof in its entirety and purchase such Indebtedness on a pro rata basis in accordance with substituting the respective principal amounts thereof.following therefor:
Appears in 1 contract
Sources: Credit Agreement (Applied Graphics Technologies 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after At the end of the -------- (-------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT a fiscal total of ------------------ percent (-------- %) of the original Area on the Effective date not then converted to a Development Lease or Leases "Area subject to relinquish". Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases unless otherwise agreed upon between GANOPE and CONTRACTOR so as to enable the relinquishment requirements to be precisely fulfilled. Subject to the approval of the Minister of Petroleum and Mineral Resources. During the next ----------- (--) year Exploration period, CONTRACTOR may retain the "Area subject to relinquish" mentioned above, CONTRACTOR shall submit at least six (6) months pre-notification to GANOPE, including the additional technical activities to be undertaken in the "Area subject to relinquish", during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the initial Exploration period , provided that CONTRACTOR shall submit a statement of costs and expenses of such additional technical activities, it is understood that CONTRACTOR is committed to such financial and technical commitments in addition to the Exploration commitments related to the second --------------- (---) year Exploration period according to Article IV (b) ,provisions of Article IV of this Agreement shall be applied, CONTRACTOR shall submit a Letter of Guaranty with an equal amount to the costs of such additional activities in the form specified in ANNEX (C) of this Agreement, and shall also pay an unrecoverable bonus for retaining "the Area subject to relinquish". At the end of the ---------- (------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent ( %) of the original Area on the Effective date not then converted to a Development Lease or Leases. CONTRACTOR shall also relinquish the "Area subject to relinquish" retained pursuant to the above mentioned paragraph, excluding the area(s) converted to Development Lease/Leases. Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases (unless otherwise agreed upon between GANOPE and CONTRACTOR) so as to enable the relinquishment requirements to be precisely fulfilled. CONTRACTOR may retain the above mentioned additional --- ------------ percent ( --------%) area and/or the area retained during the previous Exploration period, during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the second Exploration period, subject to the approval of the Minister of Petroleum and Mineral Resources and pursuant to the terms and conditions mentioned above. this paragraph shall be added in case there are 3 exploration periods Without prejudice to Articles III and XXIII and the last three paragraphs of this Article V (a), at the end of the year of the Exploration period, CONTRACTOR shall relinquish the remainder of the Area not then converted to Development Leases. It is understood that at the time of any relinquishment the areas to be converted into Development Leases and which are submitted to the Minister of Petroleum and Mineral Resources for his approval according to Article III (d) shall, subject to such approval, be deemed converted to Development Leases. CONTRACTOR shall not be deducted again when calculating the prepayment required to be made relinquish any Exploration Block or Blocks on which a Commercial Oil or Gas Well is discovered before the period of time referred to in Article III (c) given to CONTRACTOR to determine whether such Well is a Commercial Discovery worthy of Development or to relinquish an Exploration Block in respect of which a notice of Commercial Gas Discovery has been given to GANOPE subject to ▇▇▇▇▇▇'s right to agree on the existence of a Commercial Discovery pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), Article III (c), (d) (and without prejudice to the extent constituting a Disposition to a Loan Party), requirements of Article III (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after . In the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in event at the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date end of the realization initial Exploration period or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”successive extension(s) of all such Net Cash Proceeds realized the initial Exploration period, a well is actually drilling or received; provided that no such prepayment testing, CONTRACTOR shall be required pursuant allowed up to this Section 2.05(b)(ii)(Asix (6) with respect months to enable it to discover a Commercial Oil or Gas Well or to establish a Commercial Discovery, as the case may be. However, any such portion extension of such Net Cash Proceeds that up to six (6) months shall reduce 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 length of the documentation governing such Indebtednessnext succeeding Exploration period, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofas applicable, by that amount.
Appears in 1 contract
Sources: Concession Agreement
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 6.01(a2.01(a) and, with respect to the Term A-1 Commitments of each Term A-1 Lender, shall be automatically and permanently reduced to $0 on January 1, 2015 if the related Compliance Certificate has been delivered Term A-1 Loans are not made before such date. For the avoidance of doubt, (w) all Term A-1 Commitments shall be automatically and permanently reduced to $0 on the Term A-1 Incurrence Date regardless of the amount of Term A-1 Loans then incurred, (x) all Incremental Term A-2 Commitments, Incremental Term B-12 Commitments and Incremental Term B-14 Commitments shall be automatically and permanently reduced to $0 on the Seventh Amendment Effective Date immediately after the incurrence of Term A-2 Loans, Term B-12 Loans and Term B-14 Loans on such date pursuant to Section 6.02(a2.01(a)(vii)(B), Section 2.01(a)(viii)(B) or Section 2.01(a)(ix)(B), as the Borrower shall cause to be prepaid an aggregate principal amount case may be, regardless of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 paymentsTerm Loans then incurred, in (y) all 2016 Replacement Term B-12 Commitments shall be automatically and permanently reduced to $0 on the case Eighth Amendment Effective Date immediately after the incurrence of each 2016 Replacement Term B-12 Loans on such date pursuant to the Eighth Amendment regardless of the amount of such Term B-12 Loans then incurred and (z) all 2016 Replacement Term B-14 Commitments shall be automatically and permanently reduced to $0 on the Eighth Amendment Effective Date immediately preceding after the incurrence of 2016 Replacement Term B-14 Loans on such date pursuant to the Eighth Amendment regardless of the amount of such Term B-14 Loans then incurred.”
(T) Section 2.07 of the Existing Credit Agreement is hereby amended by deleting clauses (ia)(iii) and (ii), to iv) thereof in their entirety and inserting the extent such prepayments are not funded with the proceeds of Indebtedness; provided that following new clauses (xa)(iii) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (yiv) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts lieu thereof.:
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant If any Credit Party or any Subsidiary shall at any time or from time to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant time make or agree to Section 6.02(a), the Borrower make a Disposition or shall cause to be prepaid suffer an aggregate principal amount Event of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) Loss resulting in Net Cash Proceeds in excess of Excess Cash Flow, if any, for the $250,000 individually or on a cumulative basis in any fiscal year covered by of Credit Parties, then (x) Borrower Representative shall promptly notify the Agent of such financial statements minus (B) the sum proposed Disposition or Event of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due Loss (including the aggregate principal amount of Term Loans prepaid pursuant the estimated Net Cash Proceeds to Section 2.05(a)(iv) during such time) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered received by such financial statements was less than Credit Party or equal to 4.00:1.00 and greater than 3.25:1.00 such Subsidiary in respect thereof) and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, promptly (and in any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and event within two (2) Business Days) upon receipt by any Credit Party or the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date Subsidiary of the realization or receipt of such Net Cash Proceeds of such Disposition or such Event of Loss, Borrowers shall prepay the Obligations in an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, of the “Asset Percentage”) amount of all such Net Cash Proceeds realized or receivedin excess of $250,000; provided that in the case of each Disposition and Event of Loss, if Borrower Representative states in its notice of such event that the applicable Credit Party or Subsidiary intends to invest or reinvest, as applicable, within one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no such prepayment Default or Event of Default then exists, Borrowers shall not be required pursuant to make a mandatory prepayment under this Section 2.05(b)(ii)(A) with in 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 such Net Cash Proceeds are actually invested or reinvested as described in Borrower Representative’s notice within such one hundred eighty (180) day period. Promptly after the end of such one hundred eighty (180) day period, Borrower Representative shall notify the Agent whether such Credit Party or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, and to the terms extent such Net Cash Proceeds have not been so invested or reinvested, Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so invested or reinvested. The amount of each such prepayment shall be applied first to the documentation governing such Indebtedness, prepay outstanding Draw Term Loans and purchase such Indebtedness until paid in full (applied on a pro rata basis to the remaining principal amortization payments thereof), second to the outstanding Incremental Term Loans (if any) until paid in full (applied on a pro rata basis to the remaining principal amortization payments thereof) and, then to (in the order determined by Agent) the Revolving Loans, Swing Loans and the Reimbursement Obligations.
(ii) If after the Second Restatement Closing Date, any Credit Party or any Subsidiary shall incur or assume any Indebtedness (other than that permitted by Section 6.11 hereof), Borrower Representative shall promptly notify the Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Credit Party or such Subsidiary in respect thereof. Promptly (and in any event within two (2) Business Days) upon receipt by such Credit Party or such Subsidiary of Net Cash Proceeds of such incurrence or assumption Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Draw Term Loans until paid in full (applied on a pro rata basis to the remaining principal amortization payments thereof), second to the outstanding Incremental Term Loans (if any) until paid in full (applied on a pro rata basis to the remaining principal amortization payments thereof) and, then to (in the order determined by Agent) the Revolving Loans, Swing Loans and Reimbursement Obligations. Each Credit Party acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement.
(iii) [Reserved].
(iv) Borrowers shall, (A) on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay first (in the order determined, without the necessity of demand by Agent), the Revolving Loans, Swing Loans, Reimbursement Obligations and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the amount of the aggregate Revolving Credit Exposures of all Lenders then outstanding to the amount of the Revolving Credit Commitments or the amounts to which the Revolving Credit Commitments have been so reduced and (B) on each date the aggregate amount of Revolving Credit Exposures of all Lenders then outstanding exceeds the lesser of (x) the Leverage Limit (as determined based on the most recent Compliance Certificate) minus the L/C Obligations and (y) the total Revolving Credit Commitments, prepay first (in the order determined by Agent), the Revolving Loans, Swing Loans, Reimbursement Obligations and, if necessary, prefund the L/C Obligations in an amount equal to such excess.
(v) [Reserved].
(vi) Unless Borrower Representative otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first to Borrowings of Base Rate Loans and Daily Floating LIBOR Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans, Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1. Each prefunding of L/C Obligations shall be made in accordance with the respective principal amounts thereofSection 7.4.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Addus HomeCare 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after At the end of the -------- (-------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT a fiscal total of ------------------ percent ( -------- %) of the original Area on the Effective date not then converted to a Development Lease or Leases "Area subject to relinquish". Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases unless otherwise agreed upon between EGPC and CONTRACTOR so as to enable the relinquishment requirements to be precisely fulfilled. Subject to the approval of the Minister of Petroleum. During the next (--) year Exploration period, CONTRACTOR may retain the " Area subject to relinquish" mentioned above, CONTRACTOR shall submit at least six (6) months pre- notification to EGPC, including the additional technical activities to be undertaken in the "Area subject to relinquish", during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the initial Exploration period , provided that CONTRACTOR shall submit a statement of costs and expenses of such additional technical activities , it is understood that CONTRACTOR is committed to such financial and technical commitments in addition to the Exploration commitments related to the second --------------- (---) year Exploration period according to Article IV (b) ,provisions of Article IV of this Agreement shall be applied , CONTRACTOR shall submit a Letter of Guarantee with an equal amount to the costs of such additional activities in the form specified in Annex (c) of this Agreement, and shall also pay an unrecoverable bonus for retaining "the Area subject to relinquish". At the end of the ---------- (------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent (--------%) of the original Area on the Effective date not then converted to a Development Lease or Leases. CONTRACTOR shall also relinquish the "Area subject to relinquish" retained pursuant to the above mentioned paragraph, excluding the area(s) converted to Development Lease/Leases. Such relinquishment shall be in a single unit of whole Exploration Blocks not converted to Development Leases (unless otherwise agreed upon between EGPC and CONTRACTOR) so as to enable the relinquishment requirements to be precisely fulfilled. CONTRACTOR may retain the above mentioned additional --------------- percent ( --- -----%) area and/or the area retained during the previous Exploration period, during the next ----------- (--) year Exploration period that CONTRACTOR elects to extend beyond the second Exploration period, subject to the approval of the Minister of Petroleum and pursuant to the terms and conditions mentioned above. ) this paragraph shall be added in case there are 3 exploration periods ( Without prejudice to Articles III and XXIII and the last three paragraphs of this Article V (a), at the end of the year of the Exploration period, CONTRACTOR shall relinquish the remainder of the Area not then converted to Development Leases. It is understood that at the time of any relinquishment the areas to be converted into Development Leases and which are submitted to the Minister of Petroleum for his approval according to Article III (d) shall, subject to such approval, be deemed converted to Development Leases. CONTRACTOR shall not be deducted again when calculating the prepayment required to be made relinquish any Exploration Block or Blocks on which a Commercial Oil or Gas Well is discovered before the period of time referred to in Article III (c) given to CONTRACTOR to determine whether such Well is a Commercial Discovery worthy of Development or to relinquish an Exploration Block in respect of which a notice of Commercial Gas Discovery has been given to EGPC subject to EGPC's right to agree on the existence of a Commercial Discovery pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), Article III (c), (d) (and without prejudice to the extent constituting a Disposition to a Loan Party), requirements of Article III (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after . In the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in event at the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date end of the realization initial Exploration period or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”successive extension(s) of all such Net Cash Proceeds realized the initial Exploration period, a well is actually drilling or received; provided that no such prepayment testing, CONTRACTOR shall be required pursuant allowed up to this Section 2.05(b)(ii)(Asix (6) with respect months to enable it to discover a Commercial Oil or Gas Well or to establish a Commercial Discovery, as the case may be. However, any such portion extension of such Net Cash Proceeds that up to six (6) months shall reduce 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 length of the documentation governing such Indebtednessnext succeeding Exploration period, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofas applicable, by that amount.
Appears in 1 contract
Sources: Concession Agreement
Mandatory. (i) Within five 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(a6.02(b) commencing with the fiscal year ending December 31, 2011 (provided, that it is hereby agreed to and understood that with respect solely to the fiscal year ending December 31, 2011, Excess Cash Flow will be calculated for the period commencing on the first day of the calendar month in which the Closing Date occurs or, if the Closing Date is on the last Business Day of any calendar month, as of the first day of the immediately succeeding calendar month), the Borrower Borrowers shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount (if positive) equal to (Ax) 50% (such percentage if the Consolidated Total Leverage Ratio as it may be reduced determined as described below, of the “ECF Percentage”) last day of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum is greater than 2.00:1.00, 75% of (i) all voluntary prepayments of Term Loans during Excess Cash Flow for 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) and (iiy) 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 if the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each Consolidated Total Leverage Ratio as determined as of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds last day of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was is equal to or less than or equal 2.00:1.00, 50% of Excess Cash Flow for such fiscal year; provided that the Borrowers shall prepay any amount added back to 4.00:1.00 and greater than 3.25:1.00 and Excess Cash Flow in respect of a Clause (yb) Capital Expenditures Carryover Amount, in accordance with the ECF Percentage shall be 0% if proviso contained in the First Lien Leverage Ratio parenthetical phrase in clause (xiv) of the definition of “Excess Cash Flow,” within ten (10) Business Days after the delivery of financial statements for the first fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions quarter pursuant to clause (iSection 6.01(b) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this or, if earlier, Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above6.01(c).
(ii) (A) If (1) (x) the Borrower FairPoint or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a) through (j), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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 ProceedsProceeds in excess of $5,000,000 in any fiscal year of such Person, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such excess immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (2ix) 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 First Lien Leverage Ratio is greater than or equal election of the Borrowers (as notified by the Borrowers to 3.75:1.00, the Borrower shall cause to be prepaid Administrative Agent 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 equal to 100% (Disposition), and so long as no Default shall have occurred and be continuing, FairPoint or such percentage as it Subsidiary may be reduced as described below, the “Asset Percentage”) of reinvest all such Net Cash Proceeds realized or 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 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 Borrowers 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). Notwithstanding the foregoing, to the extent that the Borrower sole reason that FairPoint or any of its Subsidiaries is unable to reinvest all or a portion of the Net Cash Proceeds realized under a Disposition within such 180 day period is the failure to receive any required regulatory approvals (and such approvals have not theretofore been denied), such 180 day period may be extended to up to 365 days in the sole discretion of the Administrative Agent; provided, however, immediately upon any denial of a requested approval or withdrawal of the request of such approval the applicable Net Cash Proceeds shall havebe applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the sale or issuance by FairPoint or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), 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 FairPoint or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iv) Upon the incurrence or issuance by FairPoint 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 Section 7.02(k)), 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 FairPoint or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that, with respect to any incurrence or issuance of Indebtedness permitted to be incurred or issued pursuant to Section 7.02(k), the Borrowers may apply such Net Cash Proceeds to prepay the Term Loans as set forth in this Section 2.05(b)(iv) or to consummate a Permitted Acquisition in accordance with the terms of Section 7.02(k).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of FairPoint or any of its Subsidiaries, and not otherwise included in clauses (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 received therefrom immediately upon receipt thereof by FairPoint 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 insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, 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 dateinsurance proceeds, given written notice condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, FairPoint 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 provided, further, however, that any cash proceeds not so applied shall be immediately applied to the Administrative Agent prepayment of its intent to reinvest the Loans as set forth in accordance with this Section 2.05(b)(ii)(B2.05(b)(v).
(vi) (which notice may only be provided if no Event Each prepayment of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations Loans pursuant to the First Lien Intercreditor Agreementprovisions of Section 2.05(b)(i) shall be applied, then the Borrower mayfirst, to the extent required pursuant Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b) and, second, to the terms of Term Facility to the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness principal repayment installments thereof on a pro rata basis basis. Each other prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied first, to the Revolving Credit Facility in accordance with the respective manner set forth in clause (ix) of this Section 2.05(b) and, second, to the Term Facility to the principal amounts thereofrepayment installments thereof in inverse order of maturity.
Appears in 1 contract
Mandatory. (i) Within Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2027, the Company shall prepay Term B Loans in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount (along with any associated premium, make-whole or penalty payments actually paid in cash) of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required less (C) the aggregate amount of cash payments actually made for Permitted Acquisitions and permitted Investments (including Investments in Joint Ventures and Minority Investments, but excluding Investments in cash and Cash Equivalents) by the Company and its Restricted Subsidiaries during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (but excluding all Permitted Acquisitions and permitted Investments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)) less (D) the aggregate amount of cash payments actually made pursuant to a binding contract in connection with a permitted Disposition up to the amount that is required to be paid so that, including and giving effect to such cash payment, the value of the assets being Disposed equal the liabilities being assumed by the purchaser of such assets and/or liabilities (as determined by the Company in good faith) (but excluding all such cash payments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)), with such prepayments pursuant to this clause (i) to be applied as set forth in clause (v) below. Each prepayment pursuant to this clause (i) shall be made no later than the date that is 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 with respect to the related Compliance Certificate has been delivered pursuant to Section 6.02(a)fiscal year for which Excess Cash Flow is being calculated.
(ii) If the Company or any of its Restricted Subsidiaries Disposes of any property after the Amendment No. 16 Effective Date (other than any Excluded Disposition) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower Company shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to (A1) 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Consolidated Leverage Ratio is greater than or equal to 3.75:1.004.0 to 1.0 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 50%, (2) if the Borrower shall cause Consolidated Leverage Ratio is less than 4.0 to 1.0 and greater or equal to 3.5 to 1.0 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 25% and (3) if the Consolidated Leverage Ratio is less than 3.5 to 1.0 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 0%, in each case, of the Net Cash Proceeds received therefrom in excess of the greater of (x) $300,000,000 and (y) 20% of LTM EBITDA in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (v) below); provided 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 Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (10A) Business Days within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the date Company in writing to the Administrative Agent), and (C) in the case of the realization Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries after the Amendment No. 16 Effective Date which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Term Loans equal to 100(1) if the Consolidated Leverage Ratio is greater than or equal to 4.0 to 1.0 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness), 50%, (2) if the Consolidated Leverage Ratio is less than 4.0 to 1.0 and greater than or equal to 3.5 to 1.0 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness in connection therewith),25% and (3) if the Consolidated Leverage Ratio is less than 3.50 to 1.0 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness in connection therewith), 0%, in each case, of the Net Cash Proceeds received therefrom in excess of the greater of (x) $300,000,000 and (y) 20% of LTM EBITDA in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such percentage prepayments to be applied as it may be reduced as described set forth in clause (v) below); provided that, the “Asset Percentage”) of all such with respect to any Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to under a Recovery Event described in this Section 2.05(b)(ii)(A) with respect 2.05(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds that in the Borrower replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall havehave been consummated (or a definitive agreement to so reinvest shall have been executed), on or prior (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such date365-day period, given written notice then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent Agent), and (C) in the case of its intent Recovery Events with respect to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided if no Event of Default has occurred and is then continuing); provided further, that the Asset Percentage any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant immediately applied to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms prepayment of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis as set forth in accordance with the respective principal amounts thereofthis Section 2.05(b)(iii).
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Mandatory. (i) Within five Upon the occurrence of a Borrowing Base Deficiency, Tower shall, without demand by the Agent or the Banks, prepay so much of the Revolving Credit Loans (5Tower) Business Days after financial statements have been delivered pursuant as shall equal the Borrowing Base Deficiency. Any such mandatory prepayment required under this Section 2.07(b)(i) shall be applied first to Section 6.01(a) Tower's Alternate Base Rate Loans outstanding and then to Tower's Eurodollar Loans outstanding. In the related Compliance Certificate has been delivered pursuant to Section 6.02(aevent of any such mandatory prepayment of a Eurodollar Loan, such prepayment shall be held by the Agent as cash collateral for the Revolving Credit Loans (Tower), and shall earn interest at a rate then generally paid by the Borrower Agent on cash collateral accounts, and shall cause be applied to be prepaid prepay the Eurodollar Loan on the last day of such Loan's Interest Period, or upon an aggregate Event of Default, if earlier.
(ii) Holdings shall make a mandatory payment of the principal amount of Term Loans equal to the Revolving Credit Notes (AHoldings) 50% at the following times and in the following amounts:
(such percentage as it may be reduced as described below, a) a prepayment in the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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 $4,000,000.00, or such time) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment lesser amount as is due equal to the extent the Revolving Credit Commitments are permanently reduced by the amount net proceeds of such paymentsHoldings Prepayment Event, on the day that the first Holdings Prepayment Event occurs; and
(b) if such first Holdings Prepayment Event does not result in a prepayment of $4,000,000.00, a prepayment in the case of each of the immediately preceding clauses (i) and (ii), principal amount equal to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that difference between (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 $4,000,000.00 and (y) the ECF Percentage shall prepayment made upon the first Holdings Prepayment Event, such prepayment to be 0% if made on the First Lien Leverage Ratio for day that the fiscal year covered by such financial statements was less than or second Holdings Prepayment Event occurs; and
(c) a prepayment in a principal amount equal to 3.25:1.00; provided, further, any deductions pursuant to clause the lesser of (i) the outstanding principal amount of the Notes or (ii) above with respect the greater of (x) the amount of the Income Tax Refund or (y) $2,000,000.00, such prepayment to be due on the day of receipt of the Income Tax Refund. Any mandatory payment made pursuant to any provision of this clause (ii) shall be applied to the payments required by clause (iii) in the inverse order of maturity.
(iii) In addition to the mandatory payments required by clause (ii) above, Holdings shall make monthly prepayments made after of principal, each in the end principal amount of $100,000.00, beginning on the last Business Day of April, 1997 and continuing on the last Business Day of each month thereafter, until the Holdings Maturity Date, when the then outstanding principal amount of all Revolving Credit Loans (Holdings) shall be paid in full.
(iv) Any mandatory payment required under this Section 2.07(b) shall be applied first to Holdings' Alternate Base Rate Loans outstanding and then to Holding's Eurodollar Loans outstanding. If there are no Revolving Credit Loans (Holdings) then outstanding, any mandatory payment required under this Section 2.07 shall be applied first to Tower's Alternate Base Rate Loans outstanding and then to Tower's Eurodollar Loans outstanding. Any mandatory payment of a fiscal year shall not be deducted again when calculating the prepayment required to be Eurodollar Loan made pursuant to this Section 2.05(b)(i2.07(b) for shall be subject to the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveprovisions of Section 2.07 of this Agreement.
(iiv) All mandatory prepayments shall be applied pro rata between the Banks.
(Avi) If All Revolving Credit Loans (1Holdings) shall be paid in full on the Holdings Maturity Date and all Revolving Credit Loans (xTower) shall be paid in full on the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), Tower Maturity Date."
(g), ) Section 5.01 of the Agreement shall be amended by adding the following new subsections (h), (i), (l), (m), (n), (or) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.s):
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Mandatory. (i) Within If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in any fiscal year of Holdings, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) no later than five (5) Business Days following receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100.0% of the amount of all such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss or, in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower and its Subsidiaries (other than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section 2.8(b)(i) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described in the Borrower’s notice within such 365-day period (or such extension period). Promptly after the end of such 365-day period (or such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.
(ii) If after the Closing Date the Borrower or any Subsidiary shall incur or assume any Indebtedness other than that permitted by Section 7.1, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption the Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of this Agreement.
(iii) Within fifteen (15) days after annual financial statements are required to have been delivered pursuant to Section 6.01(a) and 6.1(b), beginning with the related Compliance Certificate has been delivered pursuant to Section 6.02(a)fiscal year ending December 31, 2022, the Borrower shall cause to be prepaid prepay the Obligations by an aggregate principal amount of Term Loans equal to (A1) 5050.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the most recently completed fiscal year covered by such financial statements of Holdings minus (B) the sum of of:
(iA) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due any Incremental Term Loans; and
(including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (iiB) 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 applicable Revolving Credit Commitments are permanently reduced by the amount of such payments, ; in the each case of each of the immediately preceding clauses (iii)(A) and (iiiii)(B) above, during such calendar year (and not applied to the Excess Cash Flow prepayment under this clause (iii) for the prior year) or after the end of such calendar year and prior to the prepayment date in this clause (iii), and to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Funds; provided that (xA) the ECF Percentage shall be 25% if the First Lien Consolidated Total Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after as of the end of a such fiscal year is less than 3.00:1.00 but equal to or greater than 2.50:1.00, then such percentage shall not be deducted again when calculating reduced to 25.0% and (B) if the prepayment required to be made pursuant to this Section 2.05(b)(i) for Consolidated Total Net Leverage Ratio as of the immediately succeeding end of such fiscal year pursuant is less than 2.50:1.00, then such percentage shall be reduced to clause 0.0%. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (i) or such prepayments being applied ratably to the remaining installments of principal (ii) aboveother than the final payment paid on the Term Loans on the Term Loan Maturity Date)), and then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.
(iiiv) (A) If (1) (x) The Borrower shall, on each date the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Revolving Credit Commitments are reduced pursuant to Section 7.05(a)2.10, (b)prepay the Revolving Loans and, (c)if necessary, (d) (to Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt L/C Obligations by the Borrower or such Restricted Subsidiary of Net Cash Proceedsamount, and (2) if any, necessary to reduce the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date sum of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced.
(v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first ratably to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans equal or Eurodollar Loans, accrued interest thereon to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) date of all such Net prepayment together with any amounts due the Lenders under Section 9.1. Each Cash Proceeds realized or received; provided that no such prepayment Collateralization of L/C Obligations 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 made 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof4.5.
Appears in 1 contract
Mandatory. (i) Within Commencing with the fiscal year ending December 31, 2015, 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(a)6.02(b) and (y) ninety-five (95) days after the end of such fiscal year, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to the excess (Aif any) 50% of (such percentage as it may be reduced as described below, the “A)the ECF Percentage”) Percentage of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus over (B) the sum of (i) all voluntary prepayments of Term Loans 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 time2.05(a) and (ii) all voluntary the aggregate principal amount of optional prepayments of Revolving Credit Loans loans under the ABL Facility 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 (i) and (ii), solely to the extent such prepayments are not funded with accompanied by a concurrent equivalent permanent reduction in the proceeds of Indebtednesscommitments under the ABL Facility); provided that (x) the ECF Percentage shall any such prepayments were not made with proceeds of any Indebtedness, Disposition, equity issuance, Extraordinary Receipts or other proceeds that would not be 25% if the First Lien Leverage Ratio included in calculating Consolidated EBITDA for the applicable fiscal year covered by (such financial statements was less than or equal prepayments to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to applied as set forth in clause (iv) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovebelow).
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than (x) any Disposition of any property or assets (i) permitted by Section 7.05(a), 7.05 (other than clause (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (othereof) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or and (y) any Casualty Event occursDisposition of property subject to a first priority Lien securing ABL Indebtedness (which, for the avoidance of doubt, shall include (i) ABL Priority Collateral, (ii) property of Foreign Subsidiaries of the type that would constitute ABL Priority Collateral and (iii) property of Foreign Subsidiaries in which in the aggregate Administrative Agent does not have a Lien), the proceeds of which are used to prepay the ABL Indebtedness or cash collateralize undrawn letters of credit thereunder) which results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause prepay an aggregate principal amount of 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 of such Disposition), and so long as no 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 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 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), 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 by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt (other than proceeds of insurance and condemnation awards payable as a result of theft, loss, physical destruction, damage, taking or similar event with respect to property subject to a first priority Lien securing ABL Indebtedness (which, for the avoidance of doubt, shall include (i) ABL Priority Collateral, (ii) property of Foreign Subsidiaries of the type that would constitute ABL Priority Collateral and (iii) property of Foreign Subsidiaries in which is the Administrative Agent does not have a Lien), the proceeds of which are used to prepay the ABL Facility or cash collateralize undrawn letters of credit thereunder) 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 after 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 realization Borrower or such Subsidiary may apply within 365 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 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)(iv) 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)(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, to the next four scheduled principal repayment installments of the Loans in direct order of maturity and, thereafter, to the remaining scheduled principal repayment installments of the Loans on a pro rata basis.
(vi) 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 an aggregate principal amount 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 Term Loans equal applicable Law. The Borrower hereby agreeing to 100% (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 percentage as it may be reduced as described below, the “Asset Percentage”) repatriation; provided that if such repatriation of all any such affected Net Cash Proceeds realized or received; provided that no Foreign Excess Cash Flow is later permitted under applicable Laws and can be accomplished without material adverse tax consequences, such prepayment repatriation shall be required effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, as applicable, will be promptly after such repatriation applied to the repayment of the Loans pursuant to this Section 2.05(b)(ii)(A2.05(b) 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofprovided herein.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Nn Inc)
Mandatory. (i) Within If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in any fiscal year of Holdings, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) no later than five (5) Business Days following receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100.0% of the amount of all such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss or, in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower and its Subsidiaries (other than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section 2.8(b)(i) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described in the Borrower’s notice within such 365-day period (or such extension period). Promptly after the end of such 365-day period (or such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.
(ii) If after the Closing Date the Borrower or any Subsidiary shall incur or assume any Indebtedness other than that permitted by Section 7.1, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption the Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of this Agreement.
(iii) Within fifteen (15) days after annual financial statements are required to have been delivered pursuant to Section 6.01(a) and 6.1(b), beginning with the related Compliance Certificate has been delivered pursuant to Section 6.02(a)fiscal year ending December 31, 2025, the Borrower shall cause to be prepaid prepay the Obligations by an aggregate principal amount of Term Loans equal to (A1) 5050.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the most recently completed fiscal year covered by such financial statements of Holdings minus (B) the sum of of:
(iA) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due any Incremental Term Loans; and
(including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (iiB) 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 applicable Revolving Credit Commitments are permanently reduced by the amount of such payments, ; in the each case of each of the immediately preceding clauses (iii)(A) and (iiiii)(B) above, during such calendar year (and not applied to the Excess Cash Flow prepayment under this clause (iii) for the prior year) or after the end of such calendar year and prior to the prepayment date in this clause (iii), and to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Funds; provided that (xA) the ECF Percentage shall be 25% if the First Lien Consolidated Total Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after as of the end of a such fiscal year is less than 3.25:1.00 but equal to or greater than 2.75:1.00, then such percentage shall not be deducted again when calculating reduced to 25.0% and (B) if the prepayment required to be made pursuant to this Section 2.05(b)(i) for Consolidated Total Net Leverage Ratio as of the immediately succeeding end of such fiscal year pursuant is less than 2.75:1.00, then such percentage shall be reduced to clause 0.0%. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (i) or such prepayments being applied ratably to the remaining installments of principal (ii) aboveother than the final payment paid on the Term Loans on the Term Loan Maturity Date)), and then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.
(iiiv) (A) If (1) (x) The Borrower shall, on each date the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Revolving Credit Commitments are reduced pursuant to Section 7.05(a)2.10, (b)prepay the Revolving Loans and, (c)if necessary, (d) (to Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt L/C Obligations by the Borrower or such Restricted Subsidiary of Net Cash Proceedsamount, and (2) if any, necessary to reduce the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date sum of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced.
(v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first ratably to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term SOFR Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans equal or Term SOFR Loans, accrued interest thereon to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) date of all such Net prepayment together with any amounts due the Lenders under Section 9.1. Each Cash Proceeds realized or received; provided that no such prepayment Collateralization of L/C Obligations 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 made 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof4.5.
Appears in 1 contract
Mandatory. (i) Within If for any reason the Total Revolving Credit Outstandings exceed the Aggregate Commitments at such time, the Borrowers shall immediately prepay 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.
(A) Upon closing of the sale of the West Colton Terminal, the Borrowers shall cause the Minimum West Colton Sale Lender Payment immediately wired directly from the purchaser of such assets to the Administrative Agent to prepay the Loans in an aggregate amount equal to [***]% of the Minimum West Colton Sale Lender Payment, and (B) upon closing of the sale of the ▇▇▇▇▇▇ Terminal, the Borrowers shall cause the Minimum ▇▇▇▇▇▇ Sale Lender Payment immediately wired directly from the purchaser of such assets to the Administrative Agent to prepay the Loans in an aggregate amount equal to [***]% of the Minimum ▇▇▇▇▇▇ Sale Lender Payment.
(ii) Unless otherwise agreed in writing by the Administrative Agent, and Required Lenders, (A) if any Borrower or any Restricted Subsidiary shall, at any time, Dispose of any Property otherwise permitted by Section 7.05 of the Credit Agreement, the Borrowers shall havecause such funds to be immediately wired directly from the Purchaser of such assets (or the Hedge Bank in the event of an unwinding of any Swap Contract) to the Administrative Agent immediately upon receipt by any Borrower or Restricted Subsidiary of the Net Cash Proceeds thereof (but in no event later than 1 day following receipt of such Net Cash Proceeds) to prepay the Loans and L/C Borrowings in an aggregate amount equal to 100% of the Net Cash Proceeds from such Disposition or in such other amount as the Administrative Agent and Required Lenders may decide., and (B) all amounts in any sale escrow accounts (including any amounts being held in escrow for the sale of the Casper Terminal, such escrow amounts remain as collateral of the Lenders), shall be wired immediately upon release to the Administrative Agent and shall prepay the Loans in an amount equal to such escrow amount.
(iii) If any Loan Party has any Excess Cash on the last Business Day of each month (each such date, a “Measurement Date”), such Loan Party shall prepay the Loans in an amount equal to such Excess Cash on such Measurement Date, by not later than 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveMeasurement Date.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
Appears in 1 contract
Sources: Amendment No. 5 to Amended and Restated Credit Agreement (USD Partners LP)
Mandatory. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts set forth below upon the occurrence of any of the following events:
(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(a), beginning for the period of the fiscal year ending December 31, 2015, the Borrower shall cause to be prepaid prepay the Loans as hereafter provided in an aggregate principal amount of Term Loans equal to (Ai) 5025% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus less (Bii) the sum amount of (i) all any voluntary prepayments of made on the Term Loans Loan during such fiscal year; provided, however, if the Leverage Ratio as of the last day of such fiscal year is less than 3.25 to 1.0, then the Borrower shall not be required to make the foregoing payment for such fiscal year.
(ii) Within five (5) Business Days after receipt of the Net Cash Proceeds of any Asset Sale with respect to Collateral, the Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to the Excess Asset Sale Proceeds at such time.
(iii) In the event of any Debt Issuance on or after year-end and prior the Closing Date, the Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to when 100% of all Net Cash Proceeds received therefrom within five (5) Business Days of receipt of such Net Cash Proceeds.
(iv) If Net Cash Proceeds of Extraordinary Receipts received on or after the Closing Date by any Loan Party exceed during any calendar year an amount equal to $50,000,000 (the portion of such Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Cash Flow prepayment is due (including Extraordinary Receipts”) the Borrower shall prepay an aggregate principal amount of Term Loans prepaid pursuant and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to Section 2.05(a)(iv) during such time) and (ii) all voluntary prepayments 100% of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due Extraordinary Receipts within five (5) Business Days of receipt thereof by such Loan Party; provided, however, that, for so long as no Event of Default shall have occurred and be continuing, any Loan Party may reinvest such Extraordinary Receipts in assets used in the businesses of the Borrower or its Restricted Subsidiaries, and in such case any such Extraordinary Receipts that have not been reinvested within 365 days from the receipt thereof shall be immediately applied to the extent prepayment of the Revolving Credit Commitments are permanently reduced by the amount of such paymentsTerm Loans and, if so provided in the case of each of the immediately preceding clauses (i) and (ii)Incremental Term Supplement applicable thereto, to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Incremental Term Loans as set forth herein; provided, further, that, if any deductions pursuant Loan Party has entered into a binding commitment to clause (i) or (ii) above reinvest any portion of the Excess Extraordinary Receipts in accordance with respect to prepayments made after the end foregoing proviso within such 365 day period, then the prepayment using such portion of a fiscal year the Excess Extraordinary Receipts shall not be deducted again when calculating required until the date that is 730 days after receipt of such Net Cash Proceeds. provided in each case, that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any other Indebtedness permitted to be incurred hereunder pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such transaction or event (such Indebtedness required to be made 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, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) 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 and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and, if applicable, the Incremental Term Loans, and the amount of prepayment of the Term Loans and, if applicable, the Incremental Term Loans, that would have otherwise been required pursuant to this Section 2.05(b)(i2.03(b) for the immediately succeeding fiscal year pursuant to clause shall be reduced accordingly and (iB) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition the holders of Other Applicable Indebtedness decline to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) have such indebtedness repurchased or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00prepaid, the Borrower declined amount shall cause to be prepaid on or prior to the date which is promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the realization or receipt of such Term Loans and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans in accordance with the terms hereof. All Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required not applied pursuant to this Section 2.05(b)(ii)(A2.03(b) with respect to such portion of such Net Cash Proceeds that or Section 7.04(b) may be used 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 Loan Parties and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio their respective Subsidiaries for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofgeneral corporate purposes.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Chesapeake Oilfield Operating 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), 7.04 (b), excluding dispositions permitted by Section 7.04(m) or (c), (dt) (to the extent constituting the proceeds thereof are received by Borrower or a Disposition to a Loan PartySubsidiary), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y2) any Casualty Event occurs, which in the aggregate that results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) Proceeds in excess of $1,000,000 individually or $5,000,000 in the First Lien Leverage Ratio is greater than or equal to 3.75:1.00aggregate, 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 such Subsidiary of such Net Cash Proceeds (x) so long as any Tranche A Term Loan Lender shall have any Tranche A Term Loan Commitment hereunder, any Tranche A Term Loan or other Obligations on account of the Tranche A Term Loans hereunder which is accrued and payable, an aggregate principal amount of Tranche A Term Loans, and (y) after the full payment and satisfaction of all Tranche A Term Loan Commitments, all Tranche A Term Loans or other Obligations on account of the Tranche A Term Loans hereunder which are accrued and payable to the Lenders, an aggregate amount of Term Loans Loans, in each case, in an amount equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall the Net Proceeds of any Disposition required to be required used to prepay the Term Loans pursuant to this Section 2.05(b)(ii)(A2.05(b)(i) may be used to prepay the Superpriority Revolving Credit Facility (and with such prepaid amount of the Superpriority Revolving Credit Facility resulting in a corresponding permanent reduction in commitments thereunder at the time of such prepayments) and/or Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations), in each case to the extent that the terms of the definitive documentation governing any such Indebtedness requires the Borrower or such Subsidiary to prepay such Indebtedness with the proceeds of such Disposition.
(ii) If any Loan Party or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than, in the case of the Borrower or any Subsidiary, Indebtedness permitted under Section 7.02), the Borrower shall cause to be prepaid (subject to the Prepayment Premium) (x) so long as any Tranche A Term Loan Lender shall have any Tranche A Term Loan Commitment hereunder, any Tranche A Term Loan or other Obligations on account of the Tranche A Term Loans hereunder which is accrued and payable, an aggregate amount of Tranche A Term Loans, and (y) after the full payment and satisfaction of all Tranche A Term Loan Commitments, any Tranche A Term Loans or other Obligations on account of the Tranche A Term Loans hereunder which are accrued and payable to the Tranche A Term Loan Lenders, an aggregate 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 such Loan Party or Subsidiary of such Net Proceeds.
(iii) [Reserved].
(iv) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then not later than ten (10) Business Days after the date on which the Borrower is required to deliver annual financial statements pursuant to Section 6.01(a) with respect to such portion of such Net Excess Cash Proceeds that Flow Period, the Borrower shall haveprepay, (x) so long as any Tranche A Term Loan Lender shall have any Tranche A Term Loan Commitment hereunder, any Tranche A Term Loan or other Obligation on account of the Tranche A Term Loans hereunder which is accrued and payable, the Tranche A Term Loans, and (y) after the full payment and satisfaction of all Tranche A Term Loan Commitments, any Tranche A Term Loans or prior to such date, given written notice other Obligations on account of the Tranche A Term Loans hereunder which are accrued and payable to the Administrative Agent of its intent to reinvest Tranche A Term Loan Lenders, the Term Loans, 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or an amount equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with (A) the Liens securing Required ECF Percentage multiplied by the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, amount of Excess Cash Flow for such Excess Cash Flow Period minus (B) to the extent required not financed with the proceeds of the incurrence of Indebtedness having a maturity of more than twelve (12) months from the date of incurrence thereof and not previously deducted pursuant to this clause (B) in any prior period, the terms amount of any optional prepayments of principal made by the Borrower during such Excess Cash Flow Period of (1) Term Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the documentation governing Borrower’s cash payment in respect of such Indebtednessprepayment) and (2) loans outstanding under the Superpriority Revolving Credit Facility (to the extent commitments thereunder are permanently reduced by the amount of, prepay and at the time of, such prepayments).
(v) Each prepayment of Term Loans and purchase such Indebtedness pursuant to this Section 2.05(b) shall be applied on a pro rata basis to each then outstanding Class of Term Loans and shall be further applied within each Class of Term Loans to the Lenders of such Class of Term Loans in accordance with their respective Pro Rata Shares (provided, that any prepayment of Term Loans with the respective Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (vi) of this Section 2.05(b). Partial prepayments of the Term Loans pursuant to this Section 2.05(b) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) (other than the repayment to be made on the Maturity Date for the Term Loans) on a pro rata basis.
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory 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 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 (i) through (iv) 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 prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amounts thereofamount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Loan 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 thereafter may be retained by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Audacy, Inc.)
Mandatory. (i) Within five (5) Business Days after the date on which financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), commencing with the financial statements for the first full fiscal year ending after the Closing Date, the Borrower shall cause shall, subject to be prepaid clause (v) of this Section 2.05(b), prepay an aggregate principal amount of Term B Loans (the “ECF Payment Amount”) equal to the Applicable ECF Percentage of the amount equal to Excess Cash Flow for the applicable Excess Cash Flow Period; provided that:
(A) 50% (at the option of the Borrower, without duplication, such percentage as it may amount shall be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all the aggregate amount of voluntary prepayments of Term Loans prepayments, repurchases or redemptions during such fiscal year or or, at the option of the Borrower, after year-end such fiscal year and prior to when such the date of the required Excess Cash Flow payment in lieu of being deducted from the Excess Cash Flow prepayment is due with respect to the fiscal year in which actually made (including the aggregate principal amount including, without limitation, loan buybacks and prepayments in connection with lender replacement provisions) of (x) Term Loans prepaid made pursuant to Section 2.05(a)(iv2.05(a) during and repurchases pursuant to Section 10.06(g) (provided that such timereduction as a result of prepayments pursuant to Section 2.06(a) and repurchases pursuant to Section 10.06(g) shall be limited to the actual amount of such cash prepayment) and (iiy) all voluntary prepayments Incremental Equivalent Debt that is secured by any portion of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due the Collateral on an equal priority basis (but without regard to the extent control of remedies) with Liens securing the Revolving Credit Commitments are permanently reduced by the amount of such payments, Obligations (provided that in the case of the prepayment of any revolving commitments, there is a corresponding permanent reduction in commitments), excluding, in each of the immediately preceding clauses case under this subclause (i) and (ii), to the extent all such prepayments are not funded with the proceeds of Indebtednessother long-term Indebtedness (other than revolving Indebtedness or intercompany loans among the Borrower and the Restricted Subsidiaries) or issuances of Equity Interests, and (ii) the ECF Deductions;
(B) any such amounts described in the foregoing clause (A) that have not been applied to reduce the ECF Payment Amount may be carried over to up to two immediately succeeding fiscal years and may be applied to reduce the ECF Payment Amount in respect of such subsequent fiscal years, until such time as such amounts have been used to reduce any such ECF Payment Amount; provided that and
(C) no prepayment of Term B Loans shall be required under this Section 2.05(d) unless, and solely to the extent that, the ECF Payment Amount for such fiscal year exceeds the greater of (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 $30,000,000 and (y) 1.0% of Consolidated Net Tangible Assets for the Measurement Period most recently ended (such threshold, the “ECF Threshold”) (it being understood that the Borrower shall only be required to repay Term B Loans under this Section 2.05(b) for such fiscal year in the amount by which the ECF Percentage shall be 0% if Payment Amount exceeds the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveECF Threshold).
(ii) (A) If (1) (x) the Borrower any Loan Party or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (nSections 7.05(a)-(m), (o) or and (pr)-(s)) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate 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 (v) and (vii) below); provided that with respect to any Net Cash Proceeds realized under any other 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 receipt by prior to the date of such Disposition), 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 in operating assets so long as, within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further 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).
(2iii) Upon the First Lien Leverage Ratio is greater incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or equal issued pursuant to 3.75:1.00Section 7.02), the Borrower shall cause 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 Restricted Subsidiary (such prepayments to be prepaid applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Restricted Subsidiaries in excess of $1,000,000, 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 promptly following receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) 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 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 equal to 100% (Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such percentage as it Loan Party or such Restricted Subsidiary may be reduced as described below, the “Asset Percentage”) of reinvest all such Net Cash Proceeds realized or 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 such Net Cash Proceeds that in operating assets so long as, within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (in each case, as certified by the Borrower shall have, on or prior to such date, given written notice in writing 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 continuingAgent); and provided further that the Asset Percentage any Net Cash Proceeds not so reinvested shall be 75% if immediately applied to the Total Leverage Ratio for prepayment of the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued Loans as set forth in compliance with this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations 2.05(b)(iv).
(v) Each prepayment of Loans pursuant to the First Lien Intercreditor Agreementprovisions of (x) Section 2.05(b)(i) shall be applied to the Term B Facility to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments thereof and, then the Borrower maythereafter, to the extent required pursuant remaining principal repayment installments (including any installment on the Maturity Date) thereof in direct order of maturity and (y) Section 2.05(b)(ii) through (iv) shall be applied, first, to the terms Term Facilities to the principal repayment installments thereof in direct order of maturity to the documentation governing such Indebtednessnext four principal repayment installments thereof and, prepay Term Loans and purchase such Indebtedness thereafter, to the remaining principal repayment installments (including any installment on the Maturity Date) thereof in direct order of maturity on a pro rata basis (other than any Class of Term Loans that has agreed to receive a less than pro rata share of any mandatory prepayment) and, second, to the Revolving Credit Facility in accordance with the respective principal amounts thereofmanner 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 the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) 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 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 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) to reimburse the L/C Issuers or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (QuidelOrtho Corp)
Mandatory. If at any timeMandatory partial principal payments shall be due from time to time if, due to an increase in the aggregate outstanding principal balance of allamount of Unsecured Indebtedness of the Parent, the Borrower and their respective Subsidiaries (iincluding, without limitation, the outstanding principal balance of the Loans, together with the aggregate amount of all Credit Agreement Loans and Letter of Credit Liabilities), would cause a Default or Event of Defaultor any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Parent, the Borrower and their respective Subsidiaries shall be in excess of the maximum amount permitted to be outstanding under Section 10.1.(g) Within or (h), then the Borrower shall, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and of the related Compliance Certificate has been delivered pursuant to Section 6.02(a)Agent’s demand, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 pay the amount of such paymentsexcess, at its choice, either to reduce such Unsecured Indebtedness or to the Agent for the account of the Lenders for application to the Term Loansshall cause the Borrower to be out of compliance with Section 10.1.(h). Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (X) in the case of each of any such reduction arising from results reported in 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 First Lien Leverage Ratio for the fiscal year covered by such quarterly or annual financial statements was less than or equal to 4.00:1.00 of Parent and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; providedrelated Compliance Certificate, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date delivery of the realization such quarterly or annual financial statements and Compliance Certificate under Article IX evidencing such reduction or (Y) in all other cases, ten (10) Business Days after Borrower’s receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 from the Administrative Agent of its intent the existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such determination); provided, however, that the Borrower may elect, in lieu of making such mandatory partial principal payment hereunder, to reinvest reduce other Unsecured Indebtedness of the Parent, the Borrower and their respective Subsidiaries in the amount needed to restore Borrower to compliance with such covenants, in each case, within such applicable ten (10) Business Day period. All payments under this Section shall be applied to pay all amounts of principal outstanding on the Term Loans pro rata in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event 3.2. If the Borrower is required to pay any outstanding LIBORTerm SOFR Loans by reason of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant prior to the First Lien Intercreditor Agreementend of the applicable Interest Period therefor, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal shall pay all amounts thereofdue under Section 5.4.
Appears in 1 contract
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(a6.02(b), the Borrower Borrowers shall cause to be prepaid Term Loans in an aggregate principal amount of Term Loans 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 ending December 3026, 20182021 (for the avoidance of doubt, this Section 2.05(b)(i) shall not apply to fiscal year ending December 27, 2020)) minus (B) the sum of (iwithout duplication) (1) all voluntary prepayments of Term Loans during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior 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) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior 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, but 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 IndebtednessInternally Generated Cash; provided that (x) the ECF Percentage no payment of any Term Loans shall be 25% required under this Section 2.05(b)(i) if the First Lien Consolidated Senior Secured Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above3.50:1.00.
(ii) (A) If (1) (x) the Borrower Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Subsidiary to a Loan Party), (e), (g), (h), (i), (lj), (ml), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder)) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 Proceeds, Term Loans in an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received; provided that, if at the time that any such prepayment would be required, any Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Indebtedness pursuant to a Permitted Refinancing 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 such Net Cash Proceeds, (such percentage as it Permitted Pari Passu Secured Refinancing Debt (or any Indebtedness pursuant to a Permitted Refinancing in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may be reduced as described below, the “Asset Percentage”) of all apply such Net Cash Proceeds realized 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 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 receivedprepayment 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 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)(A2.05(b)(ii) with respect to such portion of such Net Cash Proceeds that the such 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) but only so long as such Borrower is not otherwise required to pay (or make an offer to pay) any Other Applicable Indebtedness with such Net Cash Proceeds (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if no payment of any Indebtedness has Term Loans shall be required under this Section 2.05(b)(ii) if, on the date of such Disposition, the Consolidated Senior Secured Net Leverage Ratio is less than 3.50:1.00 as of the last day of the Test Period most recently ended for which financial statements have been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant delivered to the First Lien Intercreditor AgreementLenders under Section 6.01(a) and (b), then the Borrower may, after giving effect to the extent required pursuant to the terms of the documentation governing any such Indebtedness, prepay Term Loans and purchase such Indebtedness Disposition on a pro rata basis in accordance with the respective principal amounts thereof.Pro Forma Basis;
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant The Letter of Credit Facility shall be permanently reduced from time to Section 6.01(a) and time on the related Compliance Certificate has been delivered pursuant to Section 6.02(a), date of each reduction in the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, Revolving Credit Facility by the “ECF Percentage”) of Excess Cash Flowamount, if any, for by which the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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 the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to Section 2.05(a)(iv) during such time) and reduction of the Revolving Credit Facility.
(ii) all voluntary prepayments Upon the request 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, Lenders holding a majority in the case of each interest of the immediately preceding clauses (i) and (ii)Revolving Credit Commitments, to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage Revolving Credit Facility shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 automatically and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; providedpermanently reduced, furtheron a pro rata basis, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the on each date on which prepayment thereof is required to be made pursuant to this Section 2.05(b)(i2.10(b) for in an amount equal to the immediately succeeding fiscal year pursuant Net Cash Proceeds required to clause (i) or (ii) abovebe applied to the Revolving Credit Facility; provided that each such reduction of the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (Upon giving effect to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after Term B-1 Advances on the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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 ProceedsDate, and (2) from time to time thereafter upon each prepayment of the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Term B-1 Advances, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date Term B-1 Commitments of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment B-1 Lenders 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 automatically and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness permanently reduced on a pro rata basis in accordance with by an amount equal to the respective amount by which (A) the aggregate Term B-1 Commitments immediately prior to such reduction exceeds (B) the aggregate unpaid principal amounts thereofamount of all Term B-1 Advances outstanding at such time.
(B) On the earlier of the close of business on June 15, 2006 and the date on which the Term B-2 Commitments are fully drawn, and from time to time thereafter upon each prepayment of the Term B-2 Advances, the Term B-2 Commitments of the Term B-2 Lenders shall be automatically and permanently reduced on a pro rata basis by an amount equal to the amount by which (A) the aggregate Term B-2 Commitments immediately prior to such reduction exceeds (B) the aggregate unpaid principal amount of all Term B-2 Advances outstanding at such time.
(iv) On the Additional Term Effective Date, and from time to time thereafter upon each prepayment of the Additional Term Advances, the Additional Term Commitments of the Additional Term Lenders shall be automatically and permanently reduced on a pro rata basis by an amount equal to the amount by which (A) the aggregate Additional Term Commitments immediately prior to such reduction exceeds (B) the aggregate unpaid principal amount of all Additional Term Advances outstanding at such time.
Appears in 1 contract
Sources: Credit Agreement (Eastman Kodak Co)
Mandatory. (i) Within Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 20222025, the Company shall prepay Term B Loans in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount (along with any associated premium, make-whole or penalty payments actually paid in cash) of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required less (C) the aggregate amount of cash payments actually made for Permitted Acquisitions and permitted Investments (including Investments in Joint Ventures and Minority Investments, but excluding Investments in cash and Cash Equivalents) by the Company and its Restricted Subsidiaries during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (but excluding all Permitted Acquisitions and permitted Investments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)) less (D) the aggregate amount of cash payments actually made pursuant to a binding contract in connection with a permitted Disposition up to the amount that is required to be paid so that, including and giving effect to such cash payment, the value of the assets being Disposed equal the liabilities being assumed by the purchaser of such assets and/or liabilities (as determined by the Company in good faith) (but excluding all such cash payments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)), with such prepayments pursuant to this clause (i) to be applied as set forth in clause (v) below. Each prepayment pursuant to this clause (i) shall be made no later than the date that is 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 delivered pursuant with respect to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such for which 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovebeing calculated.
(ii) (A) If (1) (x) the Borrower Company or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets after the 2021 Refinancing Amendment No. 14 Effective Date (other than in the ordinary course of business, and other than any Excluded Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (ij), (k), (l), (m), (no), (oq)(ii) or (pr)) or (ii) acquired after the Restatement Effective Date which, in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurssuch case, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, and the Company shall prepay an aggregate principal amount of Term Loans equal to (21) if the First Lien Consolidated Leverage Ratio is greater than 3.75 to 1.00 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 100%, (2) if the Consolidated Leverage Ratio is less than or equal to 3.75:1.003.75 to 1.00 and greater than 3.00 to 1.00 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 50% and (3) if the Borrower shall cause Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 0%, in each case, of the Net Cash Proceeds received therefrom in excess of $150,000,000the greater of (x) $220,000,000 and (y) 20% of LTM EBITDA in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (v) below); provided 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 Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (10A) Business Days within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the date Company in writing to the Administrative Agent), and (C) in the case of the realization Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries after the 2021 Refinancing Amendment No. 14 Effective Date which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Term Loans equal to (1) if the Consolidated Leverage Ratio is greater than 3.75 to 1.00 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness), 100%, (2) if the Consolidated Leverage Ratio is less than or equal to 3.75 to 1.00 and greater than 3.00 to 1.00 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness in connection therewith), 50% and (3) if the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness in connection therewith), 0%, in each case, of the Net Cash Proceeds received therefrom in excess of $150,000,000the greater of (x) $220,000,000 and (y) 20% of LTM EBITDA in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Recovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii).
(iv) Upon the incurrence or issuance after the 2021 Refinancing Amendment No. 14 Effective Date by the Company or any of its Restricted Subsidiaries of (A) any Permitted Credit Agreement Refinancing Indebtedness the Company shall prepay an aggregate principal amount of Loans (and/or replace unused Revolving Credit Commitments) equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (ix) below) or (B) any other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than Section 7.02(s)), the Company shall prepay an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized received therefrom immediately upon receipt thereof by the Company or receivedsuch Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(v) Each prepayment of Term B Loans pursuant to Section 2.05(b)(i) shall be applied to Loans under the Term B Facility (and, to the extent provided in the definitive loan documentation thereto, to any Incremental Term Loans or, Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness, ratably (or less than ratably, but in no event greater than ratably)) and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments thereof, and thereafter to the remaining principal repayment installments thereof on a pro rata basis. Each prepayment of Loans pursuant to Section 2.05(b)(ii), (iii) or (iv)(B) shall be applied ratably to Loans under the Term A US Facility and the Term B Facility (and, to the extent provided in the definitive loan documentation thereto, to any Incremental Term Loans or, Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness, ratably (or less than ratably, but in no event greater than ratably)) and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments thereof, and thereafter to the remaining principal repayment installments thereof on a pro rata basis. Subject to Section 2.18, any such prepayments shall be paid to the Lenders under the applicable Facility in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vi) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Company or another Borrower) at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within five Business Days after receipt of such notice, the Company shall prepay Revolving Credit Loans and/or Swing Line Loans and/or the Company shall Cash Collateralize the L/C Obligations under the Revolving Credit Facility in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Company or another Borrower) as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations under the Revolving Credit Facility pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.
(vii) If the Administrative Agent notifies the Company at any time that no the Outstanding Amount of all Revolving Credit Loans denominated in Hong Kong Dollars or New Zealand Dollars at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
(viii) Except as otherwise provided in Section 2.18, 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. 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 Company or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding the foregoing, in the case of prepayments made pursuant to Section 2.05(b)(iv) in respect of any Permitted Credit Agreement Refinancing Indebtedness, such prepayment shall be required pursuant applied solely to this Section 2.05(b)(ii)(Athose applicable Term Loans or Revolving Credit Loans (or unused Revolving Credit Commitments) with respect to which 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 Permitted Credit Agreement Refinancing Indebtedness is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofbeing incurred.
Appears in 1 contract
Mandatory. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts set forth below upon the occurrence of any of the following events:
(i) Within five (5) Business Days In the event of any Debt Issuance by the Borrower or any of its Restricted Subsidiaries on or 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(a)Closing Date, then concurrently with receipt of Net Cash Proceeds of such Debt Issuance, the Borrower shall cause prepay an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of such Net Cash Proceeds; provided that to the extent that (a) to the extent any Net Cash Proceeds received in connection with a Debt Issuance permitted by Section 7.03(i) are used to make a voluntarily redemption, repurchase or prepayment of the 2014 Notes or the 2017 Notes or (b) to the extent any Net Cash Proceeds received in connection with a Debt Issuance permitted by Section 7.03(j) are used to make a voluntarily redemption, repurchase or prepayment of the Convertible Notes, in each case, such Net Cash Proceeds shall not be prepaid required to prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, pursuant to this clause (i).
(ii) If Net Cash Proceeds of Extraordinary Receipts received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries exceed during any calendar year an amount equal to $25,000,000 (the portion of such Net Cash Proceeds that exceeds $25,000,000 is herein referred to as “Excess Extraordinary Receipts”) the Borrower shall prepay an aggregate principal amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to (A) 50100% (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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 Extraordinary Receipts immediately upon receipt thereof by the amount of Borrower or 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Restricted Subsidiary; provided, furtherhowever, any deductions pursuant to clause (i) or (ii) above that with respect to prepayments made after the end any proceeds of a fiscal year insurance or condemnation awards (or payments in lieu thereof), for so long as no Event of Default shall not have occurred and be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) continuing, the Borrower or any a Restricted Subsidiary Disposes of any property or may reinvest such Extraordinary Receipts in assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which used in the aggregate results businesses of the Borrower or its Restricted Subsidiaries, and in such case any such Extraordinary Receipts that have not been reinvested within one year from the realization or receipt thereof by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior immediately applied to the date which is ten (10) Business Days after the date prepayment of the realization or receipt of such Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans.
(iii) If Net Cash Proceeds received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries from one or more Dispositions (other than Dispositions to the Borrower or to a Restricted Subsidiary permitted by Section 7.05(a)(v) or 7.05(a)(vi)) or Dispositions permitted by Section 7.05(a)(iv) of property other than Revolver Priority Collateral exceed during any calendar year, an aggregate principal amount of Term Loans equal to 100% $30,000,000 (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 exceeds $30,000,000 is herein referred to as “Excess Disposition Net Cash Proceeds”) the Borrower shall haveprepay an aggregate amount of Term Loans and, on if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of such Excess Disposition Net Cash Proceeds immediately upon receipt thereof by the Borrower or prior to such datea Restricted Subsidiary, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(Bprovided, however, (x) (which notice may only be provided if for so long as no Event of Default has shall have occurred and be continuing, the Borrower or a Subsidiary may reinvest such Excess Disposition Net Cash Proceeds in assets used in the business of the Borrower or its Subsidiaries, and in such case any Excess Disposition Net Cash Proceeds that have not been reinvested within one year from the receipt thereof by the Borrower or such Subsidiary shall, upon the expiration of such one-year period, be immediately applied, as otherwise provided in this Section 2.03(b)(iii), to the prepayment of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, or if clause (y) is then continuingapplicable thereto, as provided in clause (y); and (y) Excess Disposition Net Cash Proceeds received from one or more Dispositions permitted by Section 7.05(a)(ix) or 7.05(a)(x) may be either (1) reinvested as provided in clause (x) above or (2)(A) used by the Borrower to make an optional prepayment of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, at par in an amount equal to the Lenders’ Applicable Percentage (calculated without regard for any Outstanding Amount of any Class of Loans not entitled to share in such application) of such Excess Disposition Net Cash Proceeds or (B) used by the Borrower to make a voluntary redemption of the 2014 Notes or, if the 2014 Notes are no longer outstanding, to make an offer to the Lenders to prepay the Term Facility pursuant to Section 2.03(c) and, to the extent such offer is declined, the Borrower may retain such declined amounts.
(iv) In the event that there shall be Consolidated Excess Cash Flow for any fiscal year (commencing with fiscal year ending December 31, 2011), the Borrower shall, no later than ninety days after the end of such fiscal year, prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow less 100% of voluntary prepayments made during that fiscal year pursuant to Section 2.03(a); provided, however, that (A) in the event that the Asset Percentage shall be 75% if the Total Consolidated Leverage Ratio for the Test Period was is less than 3.00 to 1.00 but greater than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations 2.00:1.00 as evidenced by a Compliance Certificate provided pursuant to Section 6.02(b) as of the First Lien Intercreditor Agreementend of such fiscal year, then the Borrower mayshall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to 25% of such Consolidated Excess Cash Flow less 100% of voluntary prepayments made during that fiscal year pursuant to Section 2.03(a) and (B) in the event that the Consolidated Leverage Ratio is less than 2.00 to 1.00, as evidenced by a Compliance Certificate provided pursuant to Section 6.02(b) as of the end of such fiscal year or upon the written consent of the Required Lenders, no such prepayment shall be required. Notwithstanding anything to the contrary contained within this subsection (iv), the Borrower shall not be required to make any payment under this subsection (iv) to the extent required pursuant that such prepayment would cause Liquidity to fall below the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofMinimum Liquidity Threshold.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Western Refining, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) In the event and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)on such occasion that any Net Cash Proceeds are received by or on behalf of any Loan Party or any Subsidiary of a Loan Party in respect of any Reduction Event, the Borrower Borrowers shall cause to be prepaid prepay Loans no later than the fifth Business Day following the occurrence of such Reduction Event (or in the case of a Reduction Event described in clause (a) of the definition of the term “Reduction Event”, on or before the fifth Business Day of the month following the month in which such sale occurs) by an aggregate principal amount of Term Loans equal to (A) 50% (if such percentage as it may be reduced as Reduction Event is an event described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(aa), (b), (c)) or (e) of the definition of the term “Reduction Event”, 100% of the Net Cash Proceeds received with respect to such Reduction Event and (B) if such Reduction Event is an event described in clause (d) of the definition of the term “Reduction Event”, 50% of the Net Cash Proceeds received with respect to such Reduction Event (with such prepayments to be applied as set forth in Section 2.05(b)(iii) and Section 2.05(b)(iv) below), provided that any Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not be applied to prepay Loans, in accordance with this Section 2.05(b)(i) until the aggregate amount of Net Cash Proceeds not yet applied in accordance with this Section 2.05(i) exceeds $1,000,000, at which time all such Net Cash Proceeds shall be so applied. Notwithstanding the foregoing to the contrary:
(1) if Net Cash Proceeds from an Asset Sale relating to Restaurant Businesses (including any Refranchising Asset Sale), when combined with all other such events occurring in any fiscal year of the Parent and its Subsidiaries, results in aggregate Net Cash Proceeds of not more than $20,000,000 for such fiscal year, to the extent constituting that the Borrowers apply the Net Cash Proceeds from such event (or a Disposition portion thereof) within the Reinvestment Period to acquire Reinvestment Assets, then no prepayment of Loans shall be required pursuant to Section 2.05(b)(i) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such Reinvestment Period, at which time a Loan Partyprepayment of Loans shall be required in an amount equal to such Net Cash Proceeds that have not been so applied (with such prepayment to be applied as set forth in Section 2.05(b)(iii) and Section 2.05(b)(iv) below); provided that Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer promptly (and in any event no later than the fifth Business Day of the month following the month in which such Net Cash Proceeds were received) following receipt of any Net Cash Proceeds of an Asset Sale relating to Restaurant Businesses (including any Refranchising Asset Sale) for which a prepayment of Loans, may be required pursuant to Section 2.05(b)(i) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds; and
(e), (g), (h), (i), (l), (m), (n), (o2) or (p) or (ii) acquired after the Restatement Effective Date in connection with if Net Cash Proceeds from an Asset Sale pursuant to a sale-leaseback transaction arrangement permitted hereunder) or (y) by Section 7.16, when combined with all other such events occurring in any Casualty Event occursfiscal year of the Parent and its Subsidiaries, which in the aggregate results in aggregate Net Cash Proceeds of not more than $10,000,000 for such fiscal year, to the realization extent that the Borrowers apply the Net Cash Proceeds from such event (or receipt a portion thereof) within the Reinvestment Period to acquire Reinvestment Assets, then no prepayment of Loans shall be required pursuant to Section 2.05(b)(i) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the Borrower or end of such Restricted Subsidiary Reinvestment Period, at which time a prepayment of Loans shall be required in an amount equal to such Net Cash Proceeds that have not been so applied (with such prepayment to be applied as set forth in Section 2.05(b)(iii) and Section 2.05(b)(iv) below), provided that Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer promptly (and in any event no later than the fifth Business Day of the month following the month in which such Net Cash proceeds were received) following receipt of any Net Cash Proceeds of an Asset Sale pursuant to a sale-leaseback arrangement permitted by Section 7.16 for which a prepayment of Loans may be required pursuant to Section 2.05(b)(i) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds; and
(B) in the case of any event described in clause (b) or clause (c) of the definition of the term “Reduction Event” which exceeds the dollar thresholds set forth therein, and if the Borrowers apply the Net Cash Proceeds from such event (2or a portion thereof) within the First Lien Leverage Ratio is greater than or Reinvestment Period to acquire Reinvestment Assets, then no prepayment of Loans shall be required pursuant to Section 2.05(b)(i) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such Reinvestment Period, at which time a prepayment of Loans shall be required in an amount equal to 3.75:1.00, the Borrower shall cause such excess Net Cash Proceeds that have not been so applied (with such prepayment to be prepaid on or prior applied as set forth in Section 2.05(b)(iii) and Section 2.05(b)(iv) below), provided that Parent shall deliver to the date which is ten Administrative Agent a certificate of a Responsible Officer promptly (10) and in any event within five Business Days after the date receipt thereof) following receipt of any Net Cash Proceeds of any such Reduction Event for which a prepayment of Loans may be required pursuant to Section 2.05(b)(i) setting forth a reasonably detailed calculation of the realization or receipt amount of such Net Cash Proceeds; and
(C) in the case of any event described in clause (d) of the definition of the term “Reduction Event”, no prepayment of Loans shall be required pursuant to Section 2.05(b)(i) except to the extent that such Reduction Event, when combined with all other such events, occurring after the Closing Date, results in aggregate Net Cash Proceeds in excess of $100,000,000 and then a prepayment of Loans shall be required pursuant to Section 2.05(b)(i) only to the extent of such excess (with such prepayment to be applied as set forth in Section 2.05(b)(iii) and Section 2.05(b)(iv) below), provided that Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer promptly (and in any event within five Business Days after the receipt thereof) following receipt of any Net Cash Proceeds of an equity issuance or capital contribution that is a Reduction Event for which a prepayment of Loans may be required pursuant to Section 2.05(b)(i) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds.
(ii) Following the end of each fiscal year of the Parent (commencing with the fiscal year ending December 29, 2010), the Borrowers shall prepay Loans (with such prepayment to be applied as set forth in Section 2.05(b)(iii) and Section 2.05(b)(iv) below) in an aggregate amount equal to the result of (A) ECF Percentage of Excess Cash Flow for such fiscal year minus (B) the aggregate principal amount of Term Loans equal Loan prepayments made pursuant to 100% (Section 2.05(a) during such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required fiscal year. Prepayments pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be made on the date on which annual financial statements are delivered pursuant to Section 6.01(a) with respect to such portion the fiscal year for which Excess Cash Flow is being calculated (and in any event no later than 90 days after the end of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent fiscal year).
(iii) Each prepayment 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations Loans pursuant to the First Lien Intercreditor Agreementforegoing provisions of this Section 2.05(b) shall be applied, then the Borrower mayfirst, to the extent required Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in Section 2.05(b)(iv).
(iv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the terms L/C Borrowings, 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, 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 documentation governing remaining L/C Obligations in full may be retained by the Borrowers 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 any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility may, at the election of the Borrowers, be made without a corresponding reduction in the Revolving Credit Commitments.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such Indebtednesstime, the Borrowers shall immediately prepay Term Revolving Credit Loans and purchase L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofexcess.
Appears in 1 contract
Sources: Credit Agreement (Dennys Corp)
Mandatory. (i) Within The Borrower shall prepay in accordance with Section 2.04(c) amounts in the Distribution Suspense Account, to the extent required to be prepaid in accordance with Section 2.16(j)(ii).
(ii) In the event of any termination or reduction of Working Capital Commitments pursuant to Section 2.05, Borrower shall repay or prepay its outstanding Working Capital Loans and L/C Loans in an amount, and Cash Collateralize the Letters of Credit in an amount equal to 102% of the amount, by which the Outstanding Amount of the Total Working Capital Exposure of the Working Capital Lenders exceeds the Working Capital Commitments or the Outstanding Amount of the L/C Obligations of the L/C Issuers exceeds the aggregate L/C Issuer Commitments, as applicable; provided that any amount provided to Cash Collateralize the Letters of Credit under this clause shall be returned to Borrower to the extent that, after giving effect to such return, Borrower would remain in compliance with this clause and no Event of Default shall have occurred and be continuing.
(iii) If an Equity Sale or a Total Sale occurs, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after financial statements have been delivered pursuant the date of receipt by the Borrower of the Net Proceeds thereof, an aggregate principal amount of Term Loans in an amount equal to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)applicable Prepayment Amount; provided that, the Borrower shall cause make such mandatory prepayments with the Net Proceeds thereof and, solely to be prepaid the extent necessary, other cash of the Borrower in an amount equal (together with such Net Proceeds) to the applicable Prepayment Amount.
(iv) If the Borrower incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.02 (excluding Indebtedness incurred pursuant to clause (n) of the definition of “Permitted Debt”, which results in the receipt by the Borrower of Net Proceeds, the Borrower shall prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans, together with all Swap Termination Amounts then due and payable as a result of any such prepayment, in an amount equal to 100% of Net Proceeds received therefrom, on or prior to the fifth (5th) Business Day following receipt thereof by the Borrower (except, for any Swap Termination Amounts, on the day set forth in Section 2.04(c)).
(v) If the Borrower receives any Net Proceeds resulting from any Disposition, Material Contract Payment or Casualty Event, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Net Proceeds, an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above applicable Prepayment Amount with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) such Disposition, Material Contract Payment or (ii) aboveCasualty Event.
(ii) (Avi) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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 ProceedsTransportation Agreement shall have been terminated, and (2) the First Lien Leverage Ratio such terminated Transportation Agreement is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid not replaced on substantially similar terms on or prior to the date which that is ten six (106) Business Days months after such termination, the date of the realization or receipt of such Net Cash Proceeds Borrower shall prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100% (such percentage as it may be reduced as described below, the “Asset Percentage”%) of all cash available at level Eighth of Section 2.16(i) on each Quarterly Payment Date following such Net Cash Proceeds realized six-month period until the date on which Debt Service Coverage Ratio shall equal or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(Aexceed 1.30:1.00.
(vii) If the Term Conversion Date has not occurred on or before the last Business Day of June 2022 or September 2022 as a result of an extension of the Date Certain (in accordance with respect to such portion of such Net Cash Proceeds that the definition thereof), the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest prepay in accordance with Section 2.05(b)(ii)(B2.04(c)(i), to the extent of amounts on deposit in or credited to the Revenue Account, an aggregate principal amount of Term Loans in an amount equal to the principal amount of the Term Loans that would have been payable on such date (as applicable) (which notice may only be provided if no Event such extension of Default has occurred and the Date Certain had occurred.
(viii) Notwithstanding anything to the contrary in Sections 2.04(b)(iii), (b)(iv), (b)(v), (b)(vi) or (b)(vii), if at the time of any such prepayment under any such subsection the Borrower is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than required to prepay or equal to 4.50:1.00; provided, further that if offer to repurchase or make payment of any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu Additional Pari Passu Permitted Debt with the Liens securing the Obligations pursuant Net Proceeds received with respect to the First Lien Intercreditor Agreementany such subsection, then the Borrower may, to the extent required pursuant to the terms of the documentation governing may apply such Indebtedness, prepay Term Loans and purchase such Indebtedness Net Proceeds on a pro rata basis to the Term Loans and Additional Pari Passu Permitted Debt (determined with reference to the outstanding principal amount of each at such time, taking into account any Swap Termination Amounts resulting from such prepayment) and the amount of prepayment of the Term Loans shall be reduced by such amount applied to repay such Additional Pari Passu Permitted Debt; provided, further, that, to the extent the holders of Additional Pari Passu Permitted Debt decline to have such indebtedness repurchased or prepaid, the Borrower shall promptly (and in any event within five (5) Business Days following such rejection) apply such declined amount of Net Proceeds to prepayment of the Term Loans in accordance with the respective principal amounts thereofSection 2.04(c)(i).
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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 the Lead Borrower (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans inand the 2023 Term Loans) in right of payment or right of security) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year or after year-end (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term Loans and prior to when such Excess Cash Flow prepayment is due 2021 Incremental Term Loans and the 2023 Term Loans), (including 2) the aggregate principal amount actually paid (but in no event exceeding par) in respect of Term Loans prepaid (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans) purchased pursuant to Section 2.05(a)(iv) during such time) 2.14 and Section 2.15 and (ii3) all voluntary prepayments of 2021 Refinancing 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 2021 Refinancing Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and through (ii3), to the extent such prepayments are not funded with Internally Generated Cash of the proceeds applicable Borrower(s) (the difference of Indebtedness; provided that (xA) minus (B), the “ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Prepayment Amount”); provided, furtherhowever, that if at the time that any deductions such prepayment would be required, either Borrower (or any Restricted Subsidiary of the Lead Borrower) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations under 2018 Refinancing2021 Incremental Term Loans, 2021 Incremental Term Loans and 2021 Refinancing Revolving Credit Loans and 2023 Term Loans, pursuant to clause the terms of the documentation governing such Indebtedness (i) such Incremental Equivalent Debt or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment Refinancing Equivalent Debt required to be made so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then such Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) 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 2.05(b)(i) for shall be reduced accordingly; provided, further, that to the immediately succeeding fiscal year pursuant extent the holders of Other Applicable Indebtedness decline to clause have such indebtedness repurchased or prepaid, the declined amount shall promptly (iand in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or (iiright of security) abovein accordance with the terms hereof.
(ii) (A) If (1) (x) the Lead Borrower or any Restricted Subsidiary of the Lead Borrower Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (f), (g), (h), (i), (k), (l), (mo), (np), (or) or (ps)) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Lead Borrower or such any Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower Borrowers 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 the Lead Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) in an amount equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no if at the time that any such prepayment would be required, either Borrower (or any Restricted Subsidiary) is required to prepay or offer to repurchase any Other Applicable Indebtedness, then such Borrower may apply such portion of such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) 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 (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) 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)(A2.05(b)(ii) with respect shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such portion 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 (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) in accordance with the terms hereof.
(iii) If either Borrower or any Restricted Subsidiary incurs or issues (x) any Refinancing Term Loans (or Refinancing Equivalent Debt) after the 20182023 Incremental and Refinancing Amendment Effective Date resulting in Net Cash Proceeds (as opposed to Refinancing Term Loans or Refinancing Equivalent Debt arising out of a cashless exchange of existing Term Loans for such Refinancing Term Loans or Refinancing Equivalent Debt) or (y) any other Indebtedness not described in the preceding clause (x) (other than, in the case of this clause (y), Indebtedness not prohibited under Section 7.03), the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the Borrower shall have, 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) 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 such dateNet Proceeds are received by the Lead Borrower or such Restricted Subsidiary plus the Yield Protection Fee.
(iv) [Reserved].
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate 2021 Refinancing Revolving Credit Commitments then in effect, given written notice the Borrowers shall promptly prepay or cause to be promptly prepaid 2021 Refinancing Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the Administrative Agent of its intent L/C Obligations 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; provided that the Asset Percentage Borrowers shall not be 75% if required to Cash Collateralize the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the First Lien Intercreditor Agreementprepayment in full of the 2021 Refinancing Revolving Credit Loans and Swing Line Loans such aggregate Revolving Credit Exposures exceed the aggregate 2021 Refinancing Revolving Credit Commitments then in effect; and provided, further, that notwithstanding the foregoing, if the sum of the aggregate Outstanding Amount of 2021 Refinancing Revolving Credit Loans, Swing Line Loans and L/C Obligations exceeds the aggregate amount of 2021 Refinancing Revolving Credit Commitments then in effect by less than 5.0%, and any such excess is due solely to movements in currency exchange rates, then the Borrowers shall not be required to take the foregoing actions to eliminate any such excess.
(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding (other than any such Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) or (y) as requested by the Lead Borrower mayin the notice delivered pursuant to clause (vii) below, to any Class or Classes of Term Loans with a Maturity Date preceding the extent Maturity Date of the remaining Classes of Term Loans then outstanding, (B) shall be applied, with respect to future amortization applicable to each such Class for which prepayments will be made, in a manner determined at the discretion of the Lead Borrower in the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) and (C) shall be paid to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis Appropriate Lenders in accordance with the their respective principal amounts thereof.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
Appears in 1 contract
Sources: Credit Agreement (Trinseo PLC)
Mandatory. (i) Within five 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(a), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 5035% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus over (B) the sum of (i) all voluntary prepayments of Term Loans 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 the Term A Loan or, to the extent accompanied by a permanent reduction in the Aggregate Commitments, the Committed Loans prepaid pursuant to Section 2.05(a)(iv2.05(a)(i) during such time) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions statements. Each prepayment made pursuant to this clause (i) or shall be applied first to the Term A Loan until the Term A Loan is paid and satisfied in full (ii) above with respect to such prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant applied to this Section 2.05(b)(ithe principal repayment installments of the Term A Loan in inverse order of maturity) for and second to the immediately succeeding fiscal year pursuant Total Revolving Outstandings without reduction of the Aggregate Commitments (with such prepayments to clause (i) or (ii) abovebe applied first, ratably to the L/C Borrowings and the Swing Line Loans until the L/C Borrowings and the Swing Line Loans are reduced to zero and second, ratably to the Committed Loans until the Committed Loans are repaid in full).
(ii) (A) If (1) (x) for any reason the Borrower or Total Revolving Outstandings at any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to time exceed the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date Aggregate Commitments then in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00effect, the Borrower shall cause to be prepaid on or prior to immediately prepay Committed Loans and/or Cash Collateralize the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds L/C Obligations in an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described belowexcess; provided, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 however, that the Borrower shall have, on or prior not be required to such date, given written notice to Cash Collateralize 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the L/C Obligations pursuant to this clause (c) unless after the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms prepayment in full of the documentation governing such IndebtednessLoans, prepay Term Loans and purchase such Indebtedness on a pro rata basis the Total Revolving Outstandings exceed the Aggregate Commitments then in accordance with the respective principal amounts thereofeffect.
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Mandatory. (ia) Within five (5) Business Days after financial statements have been On any date that a Borrowing Base Deficiency exists as stated in the Borrowing Base Certificate delivered pursuant to Section 6.01(a5.2(e) and or as notified to the related Compliance Certificate has been delivered pursuant to Section 6.02(aBorrower by the Administrative Agent (with such calculation set forth in reasonable detail which shall be conclusive absent manifest error), the Borrower shall cause shall, within three Business Days, to be prepaid an aggregate the extent of such deficiency, first prepay to the Swing Line Lender the outstanding principal amount of Term Loans equal the Swing Line Advances, second prepay to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for Lenders on a pro rata basis the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate outstanding principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) 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 Advances, and third make deposits with the Administrative Agent into the Cash Collateral Account to provide Cash Collateral in the amount of such payments, in the case of each of the immediately preceding clauses excess (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(iany) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveLetter of Credit Exposure.
(ii) (Ab) If (1) (x) the Borrower or any Restricted Subsidiary Disposes receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, then not later than three Business Days following the receipt of such proceeds, the Borrower shall prepay the Term Advances in an amount equal to 100% of such Debt Incurrence Proceeds.
(c) If the Borrower or any property or assets Subsidiary receives Equity Issuance Proceeds (other than any Disposition Equity Issuance Proceeds from an Excluded Equity Issuance) or receives cash capital contributions on account of any property then existing Equity Interests of the Borrower, then not later than three Business Days following the receipt of such proceeds, the Borrower shall prepay the Term Advances in an amount equal to 100% of such Equity Issuance Proceeds or assets contribution; provided that, (iA) if no Default exists or would arise therefrom, then such Equity Issuance Proceeds or contributions shall not be required to be so applied on such date to the extent that Borrower shall have notified the Administrative Agent in writing on or prior to such date stating that such proceeds or contributions are reasonably expected to be reinvested in Capital Expenditures not prohibited under Section 6.18, Investments permitted by Section 7.05(a6.3(c), (b), (c), (d) (to or Acquisitions permitted under Section 6.4 within 180 days following the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by date the Borrower or such Restricted Subsidiary received such proceeds or contribution (which written notice shall set forth the estimates of the amounts to be so expended); and (B) if all or any portion of such proceeds and contributions are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period as a mandatory prepayment of the Term Advances.
(d) If the Borrower or any Subsidiary completes an Asset Sale which is not a Permitted Asset Sale, then the Borrower shall, no later than three Business Days following the completion such Asset Sale, prepay the Term Advances in an amount equal to 100% of the Net Cash ProceedsProceeds generated from such Asset Sale.
(e) If the Borrower or any Subsidiary completes a Permitted Asset Sale which is permitted under Section 6.8(d) or (e) and the Net Cash Proceeds thereof exceeds $50,000 individually or $250,000 when aggregated with all such Permitted Asset Sales completed from the date hereof through and including the date of such Permitted Asset Sale, and (2) then the First Lien Leverage Ratio is greater Borrower shall, no later than or three Business Days following the completion such Asset Sale, prepay the Term Advances in an amount equal to 3.75:1.00100% of the Net Cash Proceeds generated from such Asset Sale in excess of such $50,000 (or such $250,000, if applicable); provided that, (A) if no Default exists or would arise therefrom, then such proceeds shall not be required to be so applied on such date to the extent that Borrower shall cause to be prepaid have notified the Administrative Agent in writing on or prior to the such date which is ten (10) Business Days after the date of the realization or receipt of stating that such Net Cash Proceeds an aggregate principal amount are reasonably expected to be reinvested in fixed or capital assets of Term Loans equal any Credit Party within 180 days following the date of such Asset Sale (which officers’ certificate shall set forth the estimates of the proceeds to 100% be so expended); and (such percentage as it may be reduced as described below, the “Asset Percentage”B) of if all such Net Cash Proceeds realized or 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 such Net Cash Proceeds that are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period as a mandatory prepayment of the Term Advances.
(f) If the Borrower or any Subsidiary receives any Extraordinary Receipts (whether from a single event or related series of events and whether as one payment or a series of payments) in excess of $50,000 individually or $250,000 when aggregated with all such Extraordinary Receipts received from the date hereof through and including the date of determination, then the Borrower shall, no later than three Business Days following the receipt of such Extraordinary Receipts, prepay the Term Advances in an amount equal to 100% of the amount of such Extraordinary Receipts in excess of such $50,000 (or such $250,000, if applicable); provided that, (A) if no Default exists or would arise therefrom, then such Extraordinary Receipts shall have, not be required to be so applied on such date to the extent that Borrower shall have notified the Administrative Agent in writing on or prior to such date, given date stating that such Extraordinary Receipts are reasonably expected to be reinvested in fixed or capital assets of any Credit Party within 180 days following the date the Borrower or such Subsidiary received such Extraordinary Receipts (which written notice shall set forth the estimates of the amounts to be so expended); (B) if all or any portion of such Extraordinary Receipts are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period as a mandatory prepayment of the Term Advances; and (C) if an Event of Default exists and such Extraordinary Receipts are insurance proceeds, the Borrower shall turn such proceeds over 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 continuing5.3(d); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
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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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash FlowAt any time in which any Incremental Term Facility Loan remains outstanding, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower Loan Party or any Restricted Subsidiary of its Subsidiaries (other than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), ) or (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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 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 (iii) and (v) below); provided, however, that (1) the first $50,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i)(A), and (2) with respect to any Net Cash Proceeds received in respect of a Disposition described in this Section 2.05(b)(i)(A) in excess of the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Exempt Proceeds, at the election of the Borrower shall cause (as notified by the Borrower to be prepaid the Administrative Agent 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 equal to 100% (Disposition), and so long as no Default shall have occurred and be continuing, such percentage as it Loan Party or Subsidiary may be reduced as described below, the “Asset Percentage”) of reinvest all such Net Cash Proceeds realized or 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 such Net Cash Proceeds that in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower shall have, on or prior to such date, given written notice in writing to the Administrative Agent Agent); and provided further, however, that (x) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of its intent to reinvest the Loans as set forth in accordance with this Section 2.05(b)(ii)(B2.05(b)(i)(A), and (y) (which notice may only be provided if no Event of a Default has occurred and is then continuing); provided continuing at any time that the Asset Percentage Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be 75% if immediately applied to the Total Leverage Ratio prepayment of the Loans as set forth in this Section 2.05(b)(i)(A).
(B) [Reserved].
(ii) At any time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the Test Period was less account of any Loan Party or any of its Subsidiaries (other than Agway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 4.50:1.00100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, further however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, 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, such Loan Party or such Subsidiary may apply within 12 months 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 provided, further, however, that (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any Indebtedness has time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been issued applied to replace or repair the equipment, fixed assets or real property in compliance with respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations 2.05(b)(ii).
(iii) Each prepayment of Loans pursuant to the First Lien Intercreditor Agreementforegoing provisions of this Section 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Amount at such time, then the Borrower mayshall 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.
(v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the extent 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) or (ii) of this Section 2.05(b), the terms 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 documentation governing remaining L/C Obligations in full (the sum of such Indebtednessprepayment amounts, prepay Term Loans cash collateralization amounts and purchase such Indebtedness on a pro rata basis remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in accordance with the respective principal amounts thereofordinary 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) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall not reduce the Revolving Credit Commitments.
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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(a6.02(b), the Borrower shall cause to be 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 Fiscal Year of the Borrower covered by such financial statements (commencing with the Fiscal Year of the Borrower ended December 27, 2011) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans 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 made pursuant to Section 2.05(a)(iv2.05(a) during such time) Fiscal Year 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 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 (iireduction), 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 IndebtednessFiscal Year; provided that (x) the ECF Percentage such percentage shall be reduced to 25% if the First Lien Total Leverage Ratio for as of the fiscal year covered by such financial statements last day of the applicable Fiscal Year was less than or equal to 4.00:1.00 3.00:1.00; and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the that no mandatory prepayment required to be made pursuant to under this Section 2.05(b)(i) for shall be required if the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveTotal Leverage Ratio as of the last day of the applicable Fiscal Year was less than 2.50:1.00.
(ii) (A) If (1) (x) the Borrower With respect to any Disposition or any Restricted Casualty Event by Holdings or any Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (ia Non-Prepayment Unrestricted Subsidiary) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate that results in the realization or receipt by the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which that 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% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 haveif, 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 (x) if no Default or Event of Default has occurred and is then continuing); provided that continuing or would result therefrom and (y) the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than Disposition or equal Casualty Event giving rise to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance such Net Cash Proceeds is with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant respect to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms property of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on Holdings or a pro rata basis in accordance with the respective principal amounts thereof.Subsidiary that is not a Prepayment Unrestricted Subsidiary);
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Mandatory. (i) Within Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2022, the Company shall prepay Term B Loans in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount (along with any associated premium, make-whole or penalty payments actually paid in cash) of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required less (C) the aggregate amount of cash payments actually made for Permitted Acquisitions and permitted Investments (including Investments in Joint Ventures and Minority Investments, but excluding Investments in cash and Cash Equivalents) by the Company and its Restricted Subsidiaries during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause
(i) is required (but excluding all Permitted Acquisitions and permitted Investments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)) less (D) the aggregate amount of cash payments actually made pursuant to a binding contract in connection with a permitted Disposition up to the amount that is required to be paid so that, including and giving effect to such cash payment, the value of the assets being Disposed equal the liabilities being assumed by the purchaser of such assets and/or liabilities (as determined by the Company in good faith) (but excluding all such cash payments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)), with such prepayments pursuant to this clause (i) to be applied as set forth in clause (v) below. Each prepayment pursuant to this clause (i) shall be made no later than the date that is 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 delivered pursuant with respect to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such for which 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovebeing calculated.
(ii) (A) If (1) (x) the Borrower Company or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets after the 2021 Refinancing Amendment Effective Date (other than in the ordinary course of business, and other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (ij), (k), (l), (m), (no), (oq)(ii) or (pr)) or (ii) acquired after the Restatement Effective Date which, in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurssuch case, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, and the Company shall prepay an aggregate principal amount of Term Loans equal to (21) if the First Lien Consolidated Leverage Ratio is greater than 3.75 to 1.00 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 100%, (2) if the Consolidated Leverage Ratio is less than or equal to 3.75:1.003.75 to 1.00 and greater than 3.00 to 1.00 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 50% and (3) if the Borrower shall cause Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 on a pro forma basis immediately after giving effect to the Disposition of such property (and all other applicable pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), 0%, in each case, of the Net Cash Proceeds received therefrom in excess of $150,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (v) below); provided 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 Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (10A) Business Days within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the date Company in writing to the Administrative Agent), and (C) in the case of the realization Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries after the 2021 Refinancing Amendment Effective Date which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Term Loans equal to (1) if the Consolidated Leverage Ratio is greater than 3.75 to 1.00 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness), 100%, (2) if the Consolidated Leverage Ratio is less than or equal to 3.75 to 1.00 and greater than 3.00 to 1.00 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness in connection therewith), 50% and (3) if the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 on a pro forma basis immediately after giving effect to such Recovery Event (and all other applicable pro forma adjustments in accordance with the terms hereof, including any incurrence and/or repayment of Indebtedness in connection therewith), 0%, in each case, of the Net Cash Proceeds received therefrom in excess of $150,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Recovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii).
(iv) Upon the incurrence or issuance after the 2021 Refinancing Amendment Effective Date by the Company or any of its Restricted Subsidiaries of (A) any Permitted Credit Agreement Refinancing Indebtedness the Company shall prepay an aggregate principal amount of Loans (and/or replace unused Revolving Credit Commitments) equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (ix) below) or (B) any other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than Section 7.02(s)), the Company shall prepay an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized received therefrom immediately upon receipt thereof by the Company or received; provided that no such prepayment shall Restricted Subsidiary (such prepayments to be required pursuant to this Section 2.05(b)(ii)(Aapplied as set forth in clause (v) 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 continuingbelow); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.
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Sources: Credit Agreement (Aecom)
Mandatory. (i) Within If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in any fiscal year of Holdings, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) no later than five (5) Business Days following receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100.0% of the amount of all such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss or, in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower and its Subsidiaries (other than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section 2.8(b)(i) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described in the Borrower’s notice within such 365-day period (or such extension period). Promptly after the end of such 365-day period (or such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.
(ii) If after the Closing Date the Borrower or any Subsidiary shall incur or assume any Indebtedness other than that permitted by Section 7.1, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption the Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of this Agreement.
(iii) Within fifteen (15) days after annual financial statements are required to have been delivered pursuant to Section 6.01(a) and 6.1(b), beginning with the related Compliance Certificate has been delivered pursuant to Section 6.02(a)fiscal year ending December 31, 2022, the Borrower shall cause to be prepaid prepay the Obligations by an aggregate principal amount of Term Loans equal to (A1) 5050.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the most recently completed fiscal year covered by such financial statements of Holdings minus (B) the sum of of:
(iA) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due any Incremental Term Loans; and
(including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (iiB) 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 applicable Revolving Credit Commitments are permanently reduced by the amount of such payments, ; in the each case of each of the immediately preceding clauses (iii)(A) and (iiiii)(B) above, during such calendar year (and not applied to the Excess Cash Flow prepayment under this clause (iii) for the prior year) or after the end of such calendar year and prior to the prepayment date in this clause (iii), and to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Funds; provided that (xA) the ECF Percentage shall be 25% if the First Lien Consolidated Total Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after as of the end of a such fiscal year is less than 3.00:1.00 but equal to or greater than 2.50:1.00, then such percentage shall not be deducted again when calculating reduced to 25.0% and (B) if the prepayment required to be made pursuant to this Section 2.05(b)(i) for Consolidated Total Net Leverage Ratio as of the immediately succeeding end of such fiscal year pursuant is less than 2.50:1.00, then such percentage shall be reduced to clause 0.0%. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (i) or such prepayments being applied ratably to the remaining installments of principal (ii) aboveother than the final payment paid on the Term Loans on the Term Loan Maturity Date)), and then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit.
(iiiv) (A) If (1) (x) The Borrower shall, on each date the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Revolving Credit Commitments are reduced pursuant to Section 7.05(a)2.10, (b)prepay the Revolving Loans and, (c)if necessary, (d) (to Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt L/C Obligations by the Borrower or such Restricted Subsidiary of Net Cash Proceedsamount, and (2) if any, necessary to reduce the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date sum of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced.
(v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first ratably to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Tranche Rate Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans equal or Tranche Rate Loans, accrued interest thereon to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) date of all such Net prepayment together with any amounts due the Lenders under Section 9.1. Each Cash Proceeds realized or received; provided that no such prepayment Collateralization of L/C Obligations 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 made 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof4.5.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 6.01(a) and 1.13 hereof, prepay the related Compliance Certificate has been delivered pursuant to Section 6.02(a)Revolving Loans, Swing Loans and, if necessary, prefund the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, L/C Obligations by the “ECF Percentage”) of Excess Cash Flowamount, if any, for the fiscal year covered by such financial statements minus (B) necessary to reduce the sum of (i) all voluntary prepayments of Term Loans 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 Revolving Loans, Swing Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) 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 L/C Obligations then outstanding to the extent amount to which the Revolving Credit Commitments are permanently reduced by have been so reduced.
(ii) On the amount of such payments, deadline expressed in Section 8.5 below for the case of each Banks' receipt 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 First Lien Leverage Ratio audited financial statements for the fiscal year covered by of the Borrower ending on or about December 31, 1998 and each fiscal year thereafter, or, if earlier the Borrower's receipt of such financial statements was statements, the Borrower shall prepay the Term Loans by an amount equal to 50% of Excess Cash Flow of Borrower and its Subsidiaries for the then most recently completed fiscal year of the Borrower (for such year, "Excess Cash Flow Net Proceeds"); provided, however, the Borrower shall not be required to make any prepayment under this clause (i) if the Cash Flow Leverage Ratio as of the last day of any two consecutive fiscal quarters of the Borrower ending after the date hereof is or has been in each case less than or equal to 4.00:1.00 2.5 to 1.0 (it being understood and greater than 3.25:1.00 and (y) agreed upon that if such prepayments are not required because of the ECF Percentage foregoing proviso, the Borrower shall never again be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal required to 3.25:1.00; provided, further, make any deductions pursuant to prepayments under this clause (i) or (ii) above with respect )). Each such prepayment shall be applied to prepayments made after the end remaining installments of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for Term Notes in the immediately succeeding fiscal year pursuant to clause (i) or (ii) aboveinverse order of maturity.
(ii) (Aiii) If (1) the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $500,000 on a cumulative basis during any calendar year, then (x) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon, and in no event later than the Business Day after, receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, or shall cause such Subsidiary to, deposit with the Agent an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and the Agent will hold with it the amount of such proceeds so deposited in the Account; provided, however, that no such deposit shall be required, and accordingly the following described prepayment shall not be required with respect to Net Cash Proceeds of any Disposition made or Event of Loss suffered by ▇▇▇▇▇▇ or any Restricted Subsidiary Disposes of its subsidiaries during the calendar year ended December 31, 1998 with respect to Property owned by ▇▇▇▇▇▇ or any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (its subsidiaries immediately after giving effect to the ▇▇▇▇▇▇ Acquisition to the extent constituting a such Net Cash Proceeds, when taken together with the Net Cash Proceeds of all other Dispositions made and Events of Loss suffered by the Borrower and its Subsidiaries during the same calendar year, aggregate less than $2,500,000. From time to time upon the Borrower's request, the Agent will release the proceeds so deposited in the Account to the Borrower or such Subsidiary, as necessary, to pay for the replacement or rebuilding of the Property disposed of, lost or condemned, as the case may be, if at the time of such release, no Default or Event of Default shall have occurred and be continuing. If such Property has not been replaced or rebuilt within twelve (12) calendar months following the date of such Disposition or Event of Loss, or if the Borrower fails to a Loan Partynotify the Agent in writing on or before sixty (60) days after such Disposition or Event of Loss that the Borrower or such Subsidiary will commence the replacement or rebuilding of such Property, or if the Borrower or such Subsidiary shall not be committed by contract to so replace or rebuild such Property within sixty (60) days after such Disposition or Event of Loss, then, in any such case, the Agent may at any time thereafter apply (without further notice to or demand on the Borrower) the proceeds so deposited in the Account pursuant to this Section with respect to such Disposition or Event of Loss and not yet released pursuant to this Section so as to prepay the Term Loans. Each such prepayment shall be applied to the remaining installments of the Term Notes in the inverse order of maturity.
(iv) If after the date of this Agreement the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date other than common stock issued in connection with a sale-leaseback transaction permitted hereunder) the exercise of employee stock options, or (y) dispose of any Casualty Event occurstreasury stock, which the Borrower shall promptly notify the Agent of the estimated Net Cash Proceeds of such issuance or disposition, as the case may be, to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon, and in no event later than the aggregate results in the realization or Business Day after, receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than Proceeds of such issuance or equal to 3.75:1.00disposition, the Borrower shall cause prepay the Term Loans in an aggregate amount equal to be prepaid on or prior to the date which is ten (10) Business Days after the date 100% of the realization or receipt amount of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no Proceeds. Each such prepayment shall be required pursuant applied to the remaining installments of the Term Notes in the inverse order of maturity.
(v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.05(b)(ii)(A1.9(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with respect any balance applied to such portion Borrowings of such Net Cash Proceeds that Eurodollar Loans in the Borrower order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.9(b) shall have, on or prior be made by the payment of the principal amount to such date, given written notice be prepaid and accrued interest thereon to the Administrative Agent date of its intent to reinvest prepayment together with any amounts due the Banks under Section 1.12 hereof. Each prefunding of L/C Obligations shall be made 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof9.4 hereof.
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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(a6.1(a) and the related Compliance Certificate certificate has been delivered pursuant to Section 6.02(a)6.1(d) for such Fiscal Year, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Revolving Credit Loans equal to fifty (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”%) of Excess Cash Flow, if any, Flow for the fiscal year Fiscal Year covered by such financial statements minus (B) the sum of (i) all voluntary such prepayments of Term Loans 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 timebe applied as set forth in clause (v) and (ii) 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 (i) and (iibelow), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall no such prepayment will be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above required with respect to prepayments made after any Fiscal Year if the Borrower’s Total Leverage Ratio at the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovesuch Fiscal Year is less than 1.50:1.00.
(ii) (A) If (1) (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 (i) permitted by clause (i) of Section 7.05(a8.4(b)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (bsuch prepayments to be applied as set forth in clause (v)below), .
(c), iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (dother than Indebtedness expressly permitted to be incurred or issued pursuant to clauses (a) (to the extent constituting a Disposition to a Loan Party), (e), - (g), (hinclusive, of Section 8.1), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the Borrower shall prepay an aggregate results in the realization or principal amount of Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Restricted 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 Net Cash Proceedsthe Borrower or any of its Subsidiaries, and not otherwise included in clause (2ii), (iii) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00(iv) of this Section 2.7(b), the Borrower shall cause prepay an aggregate principal amount of Revolving Credit 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 prepaid applied as set forth in clause (v) and below); provided, however, that with respect to any proceeds of insurance or condemnation or eminent domain awards (or payments in lieu thereof), at the election of the Borrower (as notified by the Borrower to the Lender 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 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 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 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 Term all LC Disbursements and Revolving Credit Loans equal to 100% (outstanding at such percentage as it time may be reduced as described belowretained by the Borrower for use in the ordinary course of its business.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment at such time, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 haveimmediately prepay Revolving Credit Loans and LC Disbursements and/or Cash Collateralize the Maximum Drawing Amount, on or prior in an aggregate 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); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofexcess.
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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(a), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 505075% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year Fiscal Year of BorrowerHoldings (commencing with the Fiscal Year ending February 23, 2013) covered by (or which would have been covered by) such financial statements minus over (B) the sum of (i) all voluntary prepayments of Term Loans 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)(iv2.03(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such time) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year financial statements, except or after year-end and in the subsequent Fiscal Year prior to when such Excess Cash Flow prepayment is due the date of any required payment 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) and (iithis Section 2.03(b)(i), except (x) to the extent such prepayments are occurred in connection with a refinancing of such Loans with other Indebtedness (such prepayments to be applied as set forth in clause (v) below) or (y) if an amount is deducted pursuant to a payment made in a subsequent Fiscal Year, the same amount may not funded with be deducted in the proceeds calculation of IndebtednessExcess Cash Flow in the subsequent Fiscal Year; provided that (x) the ECF Percentage such percentage of Excess Cash Flow shall be 25reduced to 50% of such Excess Cash Flow if the First Lien Consolidated Leverage Ratio for at the fiscal year covered by end of such financial statements was Fiscal Year is equal to or less than or equal 3.25 to 4.00:1.00 and 1.00 but greater than 3.25:1.00 and 2.75 to 1.00, (y) the ECF Percentage such percentage of Excess Cash Flow shall be 0reduced to 25% of such Excess Cash Flow if the First Lien Consolidated Leverage Ratio for at the fiscal year covered by end of such financial statements was Fiscal Year is equal to or less than or 3.002.75 to 1.00 but greater than 2.00 to 1.00 and (yz) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to 3.25:1.00; provided, further, any deductions pursuant or less than 2.00 to clause (i) or 1.00. (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (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 (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (pj)) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 an aggregate principal amount of Term Loans equal to 100% promptly (and in any event within ten Business Days) following receipt thereof by such Person (such percentage prepayments to be applied as it may set forth in clause (v) below); provided, however, that so long as no Event of Default shall have occurred and be reduced as described belowcontinuing, the “Asset Percentage”) of Borrower or any other Restricted Subsidiary may reinvest all such Net Cash Proceeds realized or 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 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, on or prior to such date, given written notice have delivered a certificate to the Administrative Agent of its intent stating that such Person intends to reinvest all or any portion of such Net Cash Proceeds in such assets, (B) within 365 days after the 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 2.05(b)(ii)(B6.12, and (B) (which notice may only be provided if no Event pending reinvestment, any Net Cash Proceeds in respect of Default has occurred and is then continuing); provided that the Asset Percentage Term Priority Collateral in excess of $5.0 million shall be 75% if segregated from other funds of the Total Leverage Ratio for Borrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the Test Period was less than or equal to 4.50:1.00Collateral Agent; and provided, further further, however, that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with Net Cash Proceeds not so reinvested within the Liens securing the Obligations pursuant time periods specified above shall be immediately applied to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms prepayment of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis as set forth in accordance with the respective principal amounts thereof.this Section 2.03(b)(ii). - 42-
Appears in 1 contract
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(a6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid in an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements 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 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) and (ii) 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 , 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 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 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 preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 excess at such time and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause remainder of (i) or the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the preceding proviso less (ii) above with respect to the aggregate amount of mandatory prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) abovefurther proviso.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (m), or (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 in an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 datereceipt, 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 the Asset Percentage no such reinvestment right shall be 75% 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 Total Leverage Ratio for expiration of the Test Period was less than or relevant time period set forth above, an amount equal to 4.50:1.00; providedany such Net Cash Proceeds shall be applied first, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with to prepay the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower mayTerm 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 terms period from the date of the documentation governing 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 IndebtednessCasualty 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 purchase 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 basis 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 the their respective principal amounts thereofPro Rata Shares.
Appears in 1 contract
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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of shall at any property time or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (from time to the extent constituting time make a Disposition or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt be received by the Borrower or such Restricted any Subsidiary of Net Cash Proceedsin respect thereof) and, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) within five Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, of the “Asset Percentage”) amount of all such Net Cash Proceeds realized or receivedProceeds; provided that no this subsection shall not require any 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 (y) received on account of Dispositions during any Fiscal Year of the Borrower shall havenot exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (z) in the case of any Disposition or Event of Loss not covered by clause (y) above, 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 so long as no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% , if the Total Leverage Ratio for Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the Test Period was less than receipt thereof, in assets used or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued useful in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then business of the Borrower mayor a Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that the Borrower or a Subsidiary has committed to reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower or a Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the amount of such Net Cash Proceeds in excess of the applicable $2,500,000 basket described above not so reinvested. The amount of each such prepayment shall be applied to the relevant outstanding Term Loans in accordance with this Section 1.9 until paid in full.
(ii) If after the Closing Date the Borrower or any Subsidiary shall issue or incur any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof (including Indebtedness issued or incurred under Sections 1.16, 1.18, 1.19 and 1.20), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance or incurrence. Within five Business Days after receipt thereof, 100% of such Net Cash Proceeds shall be applied by the Borrower to prepay the relevant Term Loans in accordance with this Section 1.9 until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents.
(iii) Within 130 days after the end of each Fiscal Year of the Borrower (commencing with Fiscal Year 2015) the Borrower shall prepay the relevant Term Loans in accordance with this Section 1.9(b) until paid in full by an amount equal to the applicable ECF Prepayment Percentage of Excess Cash Flow of the Borrower and its Subsidiaries for the then most recently completed Fiscal Year of the Borrower less (a) at the option of the Borrower, the aggregate amount of any voluntary prepayments of any Term Loans made prior to the date of such prepayment (to the extent such prepayments are not financed with long-term indebtedness (other than Revolving Loans or other revolving indebtedness)) and (b) at the option of the Borrower, the aggregate amount of any voluntary prepayments of the Revolving Loans made prior to the date of such prepayment to the extent (x) such prepayments are accompanied by a concurrent permanent reduction of Revolving Credit Commitments in the amount of such prepayment and (y) such prepayments are not financed with long-term indebtedness (other than Revolving Loans or other revolving indebtedness); provided, that in the case of each of clauses (a) and (b), such amounts shall in no event be deducted from more than one Excess Cash Flow calculation; provided, that no prepayments shall be required pursuant to this Section 1.9(b)(iii) with respect to any Fiscal Year unless, and to the terms extent, the amount of such prepayment exceeds $5,000,000.
(iv) The Borrower shall, on each date any Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, pre-fund the L/C Obligations (or make other arrangements reasonably satisfactory to the L/C Issuer) by the amount, if any, necessary to reduce the sum of the documentation governing aggregate principal amount of Revolving Loans, Swing Loans, and U.S. Dollar Equivalent of all L/C Obligations then outstanding with respect to such IndebtednessClass to the amount to which such Revolving Credit Commitments have been so reduced.
(v) Unless the Borrower otherwise directs, prepay Term prepayments of Loans of any type under this Section 1.9(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.9(b) shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date of prepayment together with any amounts due to the Lenders under Section 1.12 hereof.
(vi) If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans, and the U.S. Dollar Equivalent of all L/C Obligations then outstanding of any Class shall be in excess of the Revolving Credit Commitments of such Class in effect at such time, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Revolving Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans and purchase such Indebtedness on a pro rata basis Swing Loans until paid in accordance full with any remaining balance to be held by the respective principal amounts thereofAdministrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit.
Appears in 1 contract
Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Mandatory. (i) Within If the outstanding Revolving Loans and L/C Obligations at any time exceed the Revolving Credit Commitments then in effect, the Borrower shall prepay the Revolving Loans, and, if necessary, Cash Collateralize the L/C Obligations by the amount necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to an amount which does not exceed the Revolving Credit Commitments then in effect. If at any time the Credit Availability as then determined and computed (including in the most recent Available Amount Certificate delivered in accordance with Section 8.5(d) or Section 8.5(m) hereof) shall be less than $0, the Borrower shall within five (5) Business Days after financial statements have been delivered pursuant Days, and without notice or demand, pay an amount equal to the amount necessary to increase the Credit Availability to $0 to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such Obligations.
(ii) All prepayments under this Section 6.01(a1.8(b) shall first be applied to the Revolving Loans until paid in full, then to the Term Loans and the related Compliance Certificate has been delivered pursuant Incremental Term Loans (if any) on a combined ratable basis with respect to Section 6.02(a)all such Loans until such Loans are paid in full, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.8(b) shall cause be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid an aggregate principal amount of Term Loans 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 minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 paymentsand, 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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior Eurodollar Loans accrued interest thereon to the date which is ten (10) Business Days after of prepayment together with any amounts due the date Lenders under Section 1.11 hereof. Each prefunding of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment L/C Obligations 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 made 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof9.4 hereof.
Appears in 1 contract
Sources: Credit Agreement (Monmouth Real Estate Investment 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(a6.02(b), the Borrower shall cause to be 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 Fiscal Year of the Borrower covered by such financial statements minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans 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 made pursuant to Section 2.05(a)(iv2.05(a) during such time) Fiscal Year 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 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 (iireduction), 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 IndebtednessFiscal Year; provided that that, such percentage shall be reduced to (x) the ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio for as of the fiscal year covered by such financial statements last day of the applicable Fiscal Year was less than or equal to 4.00:1.00 and greater than 3.25:1.00 3.75:1.00; and (y) the ECF Percentage shall be 0% if the First Lien Senior Secured Leverage Ratio for as of the fiscal year covered by such financial statements last day of the applicable Fiscal Year was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above2.75:1.00.
(ii) (A) If (1) (x) the Borrower With respect to any Disposition or any Restricted Casualty Event by Holdings or any Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (ia Non-Prepayment Unrestricted Subsidiary) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate that results in the realization or receipt by the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which that 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% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or 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 haveif, 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 (x) if no Default or Event of 55 Default has occurred and is then continuing); provided that continuing or would result therefrom and (y) the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than Disposition or equal Casualty Event giving rise to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance such Net Cash Proceeds is with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant respect to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms property of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on Holdings or a pro rata basis in accordance with the respective principal amounts thereof.Subsidiary that is not a Prepayment Unrestricted Subsidiary);
Appears in 1 contract
Mandatory. (i) Within If, after March 31, 2006, for any reason, the Total Outstandings at any time exceed the lesser of the Borrowing Base or the Aggregate Commitment then in effect, the Borrower shall immediately prepay Revolving Credit Loans in an aggregate amount equal to such excess, and thereafter if there is still an excess, Cash Collateralize the L/C Obligations, and thereafter if there is still an excess, prepay the then outstanding Term Loan to the extent of such excess.
(ii) If, at any time for any reason, the aggregate outstanding principal amount of Revolving Credit Loans and L/C Obligations exceeds the lesser of, when applicable, the Revolver Borrowing Base or the Revolving Credit Commitment, 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 unless after the prepayment in full of the Revolving Credit Loans, the L/C Obligations exceed the lesser of, when applicable, the Revolver Borrowing Base or the Revolving Credit Commitment then in effect.
(iii) The Borrower shall prepay outstanding Revolving Credit Loans (and thereafter, Cash Collateralize the L/C Obligations), 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(a6.02(b), the Borrower shall cause to be prepaid in an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) net proceeds of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00statements; provided, furtherhowever, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall cause a reduction in the Revolving Credit Commitment; and provided, further, that, the total prepayment amount due and owing under this sentence shall be required pursuant reduced by the amount by which (A) the Outstanding Amount of Revolving Credit Loans as of the most recent January 1 preceding the date the Section 6.01(a) financial statements have been delivered, exceeds (B) the Outstanding Amount of Revolving Credit Loans as of the date of timely delivery of said financial statements, if such difference is positive and solely to this Section 2.05(b)(ii)(Athe extent it reflects a net reduction in the Outstanding Amount of Revolving Loans during such period.
(iv) with In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary of the Borrower or any other Loan Party in respect to such portion of any Prepayment/Reduction Event, then, immediately after such Net Cash Proceeds that are received, the Borrower shall have, on or prior prepay the then outstanding Term Loan in an amount equal to such dateNet Proceeds, given written notice to and thereafter such Net Proceeds shall reduce the Administrative Agent Revolving Credit Commitment.
(v) Unless otherwise specified herein, each mandatory prepayment 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 that the Asset Percentage Loans shall be 75% if applied first to Term Loan installments in the Total Leverage Ratio for inverse order of maturity, and second, to Revolving Credit Loans. Each prepayment shall be made together with accrued interest on the Test Period was less than or equal amount prepaid and any amounts required to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations be paid pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereofSection 3.
Appears in 1 contract
Sources: Credit Agreement (Find SVP 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 the Lead Borrower (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year or after year-end (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term Loans and prior to when such Excess Cash Flow prepayment is due 2021 Incremental Term Loans), (including 2) the aggregate principal amount actually paid (but in no event exceeding par) in respect of Term Loans prepaid (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term loansLoans and 2021 Incremental Term Loans) purchased pursuant to Section 2.05(a)(iv) during such time) 2.14 and Section 2.15 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, in the case of each of the immediately preceding clauses (i1) and through (ii3), to the extent such prepayments are not funded with Internally Generated Cash of the proceeds applicable Borrower(s) (the difference of Indebtedness; provided that (xA) minus (B), the “ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00Prepayment Amount”); provided, furtherhowever, that if at the time that any deductions such prepayment would be required, either Borrower (or any Restricted Subsidiary of the Lead Borrower) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations under 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Credit Loans, pursuant to clause the terms of the documentation governing such Indebtedness (i) such Incremental Equivalent Debt or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment Refinancing Equivalent Debt required to be made so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then such Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) 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 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a)shall be reduced accordingly; provided, (b)further, (c), (d) (that to the extent constituting a Disposition the holders of Other Applicable Indebtedness decline to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) have such indebtedness repurchased or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00prepaid, the Borrower declined amount shall cause to be prepaid on or prior to the date which is promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided other than Term Loans 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 are junior 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 that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay 2018 Refinancing Term Loans and purchase such Indebtedness on a pro rata basis 2021 Incremental Term Loans in right of payment or right of security) in accordance with the respective principal amounts thereofterms hereof.
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
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(a), the Borrower shall cause to be prepaid Term Loans in an aggregate principal amount of Term Loans 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 ending December 31, 2013) minus (B) the sum of (iwithout duplication) (1) all voluntary prepayments of Term Loans (excluding prepayments pursuant to Section 2.06(a)(iv)) during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(i) in the prior 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) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(i) in the prior 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, but 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 IndebtednessInternally Generated Cash; provided that (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Consolidated First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and 3.75 to 1.00 but greater than 3.25:1.00 3.25 to 1.00 and (y) the ECF Percentage no payment of any Term Loans shall be 0% required under this Section 2.06(b)(i) if the Consolidated First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant 3.25 to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above1.00.
(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (to the extent constituting a Disposition to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (m▇), (n▇), (o▇), (▇), (q) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunderr)) 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, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, 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 of Term Loans equal to 100% (of all Net Cash Proceeds received; provided that, if at the time that any such percentage as it may prepayment would be reduced as described belowrequired, the “Asset Percentage”Borrower is required to offer to repurchase or prepay Permitted Pari Passu Secured Refinancing Debt or Incremental Equivalent Debt or other Indebtedness permitted by Section 7.03 that is secured on a pari passu basis with the Obligations (or, in each case, any Indebtedness pursuant to a Permitted Refinancing in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of all the documentation governing such Indebtedness with such Net Cash Proceeds realized (such Permitted Pari Passu Secured Refinancing Debt or receivedIncremental Equivalent Debt or other Indebtedness permitted by Section 7.03 that is secured on a pari passu basis with the Obligations (or, in each case, any Indebtedness pursuant to a Permitted Refinancing in respect thereof) required to be offered to be so repurchased or prepaid, “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 provided, further 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 2.06(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)(A2.06(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) (which notice may only be provided if no Event of Default has occurred and is then continuing2.06(b)(ii)(B); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 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 Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in accordance with the respective principal amounts thereof.;
Appears in 1 contract
Sources: Credit Agreement (Bright Horizons Family Solutions 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(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash FlowAt any time in which any Incremental Term Facility Loan remains outstanding, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all voluntary prepayments of Term Loans 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) and (ii) 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 (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 First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.
(ii) (A) If (1) (x) the Borrower Loan Party or any Restricted Subsidiary of its Subsidiaries (other than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), ) or (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) 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 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 (iii) and (v) below); provided, however, that (1) the first $50,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i)(A), and (2) with respect to any Net Cash Proceeds received in respect of a Disposition described in this Section 2.05(b)(i)(A) in excess of the First Lien Leverage Ratio is greater than or equal to 3.75:1.00Exempt Proceeds, at the election of the Borrower shall cause (as notified by the Borrower to be prepaid the Administrative Agent 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 equal to 100% (Disposition), and so long as no Default shall have occurred and be continuing, such percentage as it Loan Party or Subsidiary may be reduced as described below, the “Asset Percentage”) of reinvest all such Net Cash Proceeds realized or 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 such Net Cash Proceeds that in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower shall have, on or prior to such date, given written notice in writing to the Administrative Agent Agent); and provided further, however, that (x) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of its intent to reinvest the Loans as set forth in accordance with this Section 2.05(b)(ii)(B2.05(b)(i)(A), and (y) (which notice may only be provided if no Event of a Default has occurred and is then continuing); provided continuing at any time that the Asset Percentage Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be 75% if immediately applied to the Total Leverage Ratio prepayment of the Loans as set forth in this Section 2.05(b)(i)(A).
(B) [Reserved].
(ii) At any time in which any Incremental Term Facility Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the Test Period was less account of any Loan Party or any of its Subsidiaries (other than Agway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 4.50:1.00100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, further however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, 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, such Loan Party or such Subsidiary may apply within 12 months 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 provided, further, however, that (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any Indebtedness has time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been issued applied to replace or repair the equipment, fixed assets or real property in compliance with respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations 2.05(b)(ii).
(iii) Each prepayment of Loans pursuant to the First Lien Intercreditor Agreementforegoing provisions of this Section 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Amount at such time, then the Borrower mayshall 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.
(v) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the extent 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) or (ii) of this Section 2.05(b), the terms 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 documentation governing remaining L/C Obligations in full (the sum of such Indebtednessprepayment amounts, prepay Term Loans cash collateralization amounts and purchase such Indebtedness on a pro rata basis remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in accordance with the respective principal amounts thereofordinary 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) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall not reduce the Revolving Credit Commitments.
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