Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash. (ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds. (iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 5 contracts
Sources: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (SSI - AK Holdings, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate amount of the Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152007) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rn) or (t)-(v), (x)-(aao)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 5 contracts
Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Credit Agreement (West Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to If (A) the Applicable ECF Percentage Company or any Subsidiary Disposes of Excess Cash Flowany assets other than Dispositions under Section 7.24(a), if anySection 7.24(b), for the Excess Cash Flow Period covered by such financial statements Section 7.24(e) or Section 7.24(f) (commencing with the Fiscal Year ending February 26a “Mandatory Prepayment Disposition”), 2015) minus or (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower Company or any Restricted Subsidiary suffers an Event of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occursLoss, which results in each case, together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Effective Date, result in the realization or receipt by a Borrower or any Restricted Subsidiary the Loan Parties, collectively, of Net ProceedsCash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $25,000,000, the Parent Borrower shallCompany shall in each case prepay, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) within three Business Days after the date of the realization or receipt thereof by a Borrower or any Restricted Subsidiary of such Net Proceeds Person, an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty EventsCash Proceeds; provided that (x) if with respect to all or a portion of any Incremental Equivalent Debt Net Cash Proceeds realized under a Disposition (A) described in this Section 2.05(b)(i)(A) (other than in connection with any Disposition of (i) the Equity Interests in any Arena Subsidiary or (ii) any interest in the Arena), at the election of the Company, and so long as no Default shall have been issued occurred and be continuing, the Company or such Subsidiary may reinvest (or commit to reinvest) Net Cash Proceeds arising from such Disposition in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu an aggregate amount, when combined with the Liens securing the Obligations aggregate amount of Net Cash Proceeds previously reinvested pursuant to this clause (A), not to exceed $50,000,000 in assets used or useful in the Intercreditor Agreements, then business of the Parent Borrower may cause Loans to be prepaid andCompany and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds (or, to the extent required so committed to be reinvested within 365 days after such receipt, is actually reinvested within 545 days after such receipt) or (B) of (i) the Equity Interests in any Arena Subsidiary or (ii) any interest in the Arena (including, without limitation, any Real Property Improvements or Real Property Other Interests in any way belonging, relating or pertaining to or benefiting the Arena), at the election of the Company, and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest (or commit to reinvest) Net Cash Proceeds arising from such Disposition in an aggregate amount, when combined with the aggregate amount of Net Cash Proceeds previously reinvested pursuant to this clause (B), not to exceed $50,000,000 in assets used or useful in the terms business of the documentation governing Company and its Subsidiaries within 365 days after the receipt of such Incremental Equivalent DebtNet Cash Proceeds (or, cause such Incremental Equivalent Debt to the extent so committed to be purchased (at a purchase price no greater than par plus accrued and unpaid interestreinvested within 365 days after such receipt, is actually reinvested within 545 days after such receipt) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the time that any such prepayment would be required, election of the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt Company (or any Permitted Refinancing thereof that is secured on a pari passu basis with as notified by the Obligations) pursuant Company to the terms of the documentation governing Administrative Agent on or prior to such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion third Business Day following receipt of such Net Cash Proceeds allocated of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, (x) to the Other Applicable Indebtedness extent so committed to be reinvested within 365 days after such receipt, is actually reinvested within 545 days after such receipt or (y) if such replacement or repair could not reasonably be completed within 545 days, such period shall not exceed the amount be extended for a reasonable period of time to permit completion of such net proceeds required to be allocated to replacement and repair so long as the Other Applicable Indebtedness pursuant to replacement or repair of the terms thereof, and asset or assets that suffered the remaining amount, if any, Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such net proceeds Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested within the time periods set forth above shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(iiLoans.
(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof[Reserved].
(iii) If a Borrower Upon the incurrence or issuance by the Company or any Restricted Subsidiary incurs or issues of any Indebtedness after (other than, except in the Escrow Release Date (x) that is intended to be Credit Agreement case of any Refinancing IndebtednessFacility or any Refinancing Equivalent Debt or Permitted Refinancing Indebtedness in respect of the Facilities, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above7.14), the Parent Borrower Company shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to immediately upon receipt thereof by the date which is five (5) Business Days after the receipt by such Borrower Company or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(iv) Except with respect If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to Loans incurred in connection with any Refinancing Amendmentsuch excess.
(v) Prepayments made pursuant to clauses (i) through (iii) of this Section 2.05(b), Term Loan Extension Request or any Incremental Amendment (except to the extent set forth in such Refinancing Amendmentthat the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Term Loan Extension Request or Facility and each Incremental Amendment as contemplated below), Term Facility.
(Avi) each prepayment of Term Loans Prepayments made pursuant to clause (iv) of this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then first, ratably to the L/C Borrowings, second, except to the extent that the Incremental Revolving Credit Lenders under an Incremental Revolving Credit Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit Facility and each Incremental Revolving Credit Facility, if any, and, third, shall be used to Cash Collateralize the remaining installments L/C Obligations.
(vii) In the case of each Class of Term Loans then outstanding (provided that prepayments required pursuant to clause (i) through (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any prepayment of Term Loans with the Net Proceeds Letter of Credit Agreement Refinancing Indebtedness that has been Cash Collateralized, the funds held as Cash Collateral shall be applied solely (without any further action by or notice to each applicable Class of Refinanced Debt and (iior from the Company or any other Loan Party) any Class of Incremental Term Loansto reimburse the L/C Issuers or the Revolving Credit Lenders, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentas applicable.
Appears in 4 contracts
Sources: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(1) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Parent Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to 50% (Asuch percentage as it may be reduced as described below, the “ECF Percentage”) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1x) all voluntary prepayments of of
(i) Term Loans during such Fiscal Year made pursuant to Section 2.3(a), Sections 2.05(1)(a) and 2.05(1)(e) (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments andin an amount, in the case of each prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the immediately preceding clauses (1), (2) principal amount of such Term Loans and (3), only to the extent that such prepayments are funded with Internally Generated Cash.Loans have been cancelled),
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary Credit Agreement Refinancing Indebtedness and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Permitted Incremental Equivalent Debt, cause such Incremental Equivalent Debt in each case to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis the extent secured in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase whole or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured in part on a pari passu basis with the Obligations) pursuant First Lien Obligations under this Agreement (but without regard to the terms control of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”remedies), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.and
(iii) If a Borrower or Revolving Loans and loans under any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) other revolving facility that is intended secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to be Credit Agreement Refinancing Indebtedness, the control of remedies) (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding in each case of this clause (y), that is Indebtedness permitted by Section 10.3(viii) (other than (A) Indebtedness the proceeds of which are applied and with respect to repay Indebtedness previously incurred any revolving facility under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth accompanied by a permanent reduction in such Refinancing Amendment, Term Loan Extension Request the corresponding Revolving Commitments or Incremental Amendment as contemplated belowother revolving commitments), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.plus
Appears in 4 contracts
Sources: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivered(or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall cause prepay, subject to be prepaid clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the Applicable “ECF Percentage Percentage”) of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152009) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.
(ii) (A) If (1x) a the Parent Borrower or any of its wholly-owned Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇)(▇▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o▇), (q▇), (r▇) (except as set forth in the proviso thereof) or (t)-(v), (x)-(aaq)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any of its wholly-owned Restricted Subsidiary Subsidiaries of Net ProceedsCash Proceeds or (z) the Parent Borrower or any of its Restricted Subsidiaries disposes of any Specified Assets, in each case, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid shall prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to 100% (xsuch percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) only, (I) the Disposition Prepayment Percentage shall be 75% if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing Total Leverage Ratio for the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of Test Period immediately preceding such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds calculated on a pro rata forma basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at for 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 Disposition or Casualty Event in accordance with Section 1.10 as set forth in the terms hereofCompliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (II) the Disposition Prepayment Percentage shall be 50% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0; provided, further, that, except as provided in Section 7.05(f)(i) and (k), no 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 shall be required pursuant to this Section 2.3(b)(ii2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that with respect to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date portion of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) Net Cash Proceeds that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares of such prepaymentSection 2.05(b)(ii)(B).
Appears in 4 contracts
Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year fiscal year pursuant to Section 2.3(a), (22.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.3(c2.05(c) or Section 14.7(h), 10.07(k) and (32) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans and Swing Line Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness.
(ii) If (1) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇)(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o), (q), (r▇) or (t)-(v), (x)-(aaq)), or (2) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject shall cause to the terms of the Intercreditor Agreements, cause be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt Permitted Notes have been issued in compliance with Sections 10.1 7.01 and 10.3 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor AgreementsAgreement, then the Parent Borrower may cause Loans to be prepaid andmay, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent DebtPermitted Notes, cause prepay Term Loans and purchase such Incremental Equivalent Debt to be purchased Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a the Borrower or any Restricted Subsidiary (A) incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended pursuant to be Credit Agreement Refinancing Indebtedness, Section 7.03(s)(iii) or (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 7.03, or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which if any Refinancing Term Loans are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)borrowed, the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom therefrom, in the case of clause (A) on or prior to the date which is five six (56) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net ProceedsProceeds and, in the case of clause (B), on the date of such incurrence.
(iv) Except with respect 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 incurred and Swing Line Loans and/or Cash Collateralize the L/C Obligations in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (Av) each Each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and 2.05(b)(i), (ii) or (iii) shall (except to the extent that any Class of Incremental Amendment, Term Loan Extension Amendment or Refinancing Term Loan Amendment provides that the Incremental Term Loans, Extended Term Loans or Other Refinancing Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such established thereby shall participate on a less than pro rata basis with any existing Class of Incremental Term Loans, Extended ) be applied pro rata to each Class of Term Loans or Other Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Shares, subject to clause (vi) of this Section 2.05(b).
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.
Appears in 3 contracts
Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Company shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152006) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 5.00:1.
(ii) (A) If (1x) a Borrower Holdings, the Company or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rj) or (t)-(v), (x)-(aan)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Holdings, the Company or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that, except with respect to a Disposition pursuant to Section 7.05(o), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Company shall have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 3 contracts
Sources: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivered(or is required to have been) delivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period covered by such financial statements Fiscal Year of Borrower (commencing with the Fiscal Year ending February 2623, 20152013) minus covered by (or which would have been covered by) such financial statements over (B) the sum of (1) all voluntary prepayments aggregate principal amount of Loans during such Fiscal Year prepaid pursuant to Section 2.3(a), (22.03(a) during the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced of Holdings covered by the amount of (or which would have been covered by) such payments andfinancial statements, in the case of each of the immediately preceding clauses (1), (2) and (3), except to the extent such prepayments are funded occurred in connection with Internally Generated Casha refinancing of such Loans with other Indebtedness (such prepayments to be applied as set forth in clause (v) below); provided that (x) such percentage of Excess Cash Flow shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 3.00 to 1.00 but greater than 2.00 to 1.00 and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 2.00 to 1.00.
(ii) If (1) a the Borrower or any of its Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(vj), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days) following receipt thereof by such Person (10such prepayments to be applied as set forth in clause (v) below); provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower or any other Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the Administrative Agent 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 date receipt of such rejectionNet 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 applied made subject to prepay the Term Loans Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12, and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from other funds of the terms hereofBorrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; and provided, further, however, that any Net Cash Proceeds not so reinvested within the time periods specified above shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(ii).
(iii) If a Upon the incurrence or issuance by Borrower or any of its Restricted Subsidiary incurs Subsidiaries of any Refinancing Indebtedness or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred or issued pursuant to Section 10.3 or (z) notwithstanding clause (y)7.02, that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five promptly (5and in any event within one week) Business Days after the following receipt thereof by such Borrower or Person (such Restricted Subsidiary of such Net Proceedsprepayments to be applied as set forth in clause (v) below).
(iv) Except Upon any Extraordinary Receipt being received by or paid to or for the account of Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to Loans incurred any proceeds of insurance and condemnation awards (or payments in connection with any Refinancing Amendmentlieu thereof), Term Loan Extension Request and so long as no Event of Default shall have occurred and be continuing, such Person may apply such Net Cash Proceeds to replace or any Incremental Amendment repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received or to invest in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the extent Administrative Agent stating that such Person intends to reinvest all or such portion of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to invest in such assets, (B) within 365 days after the receipt of such Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds to replace or repair equipment, fixed assets or real property or to invest in such assets, and (C) such Net Cash Proceeds are so used within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Extraordinary Receipt constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12 and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from the other funds of Holdings and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowthis Section 2.03(b)(iv), .
(Av) each Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.3(b2.03(b) shall be allocated ratably between the Term Loans and, unless otherwise provided in the Additional Credit Extension Amendment providing for such other Class of Loans, each other Class of Loans and shall be applied to the next eight succeeding remaining scheduled principal installments to each Class payments thereof in direct order of Term Loans and then ratably maturity (or as otherwise specified by the Borrower). Any Lender may elect, by notice to the remaining installments of each Class of Term Loans then outstanding (provided that (i) Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall to be applied solely made pursuant to each applicable Class of Refinanced Debt and clause (i), (ii) or (iv) of this Section 2.03(b), to decline all (but not a portion) of its pro rata share of such prepayment (such declined amounts “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders of the applicable Class or Classes not so declining such prepayment (with such Lenders having the right to decline any Class prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). Notwithstanding any of Incremental Term Loansthe other provisions of clauses (i), Extended Term (ii), or (iv) of this Section 2.03(b), so long as no Default under Section 8.01(a) or Section 8.01(f) or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clauses (i), (ii), or (iv) of this Section 2.03(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or Other Term equal to $5.0 million, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii), or (iv) of this Section 2.03(b) to be applied to prepay Loans may specify exceeds $5.0 million. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f) or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that one or more other Classes are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first sentence of Loans may this clause (v)) but which have not previously been so applied. Any prepayment of a LIBO Rate Loan shall be prepaid prior accompanied by all accrued interest on the amount prepaid, together with any additional amount required pursuant to Section 3.05.
(vi) The Borrower shall deliver to the Administrative Agent, (x) at the time of each prepayment required under this Section 2.03(b), a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans prepayment and (By) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares extent practicable, at least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.
Appears in 3 contracts
Sources: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount Dollar 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152007) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.0 and greater than or equal to 3.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 3.0.
(ii) (A) If (1x) a Borrower Parent or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (fe), (g), (h), (im) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Parent or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount Dollar Amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Cash Proceeds received in connection with such Casualty Eventsrealized or received; provided that (x1) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations 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 Intercreditor AgreementsBorrower 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 the Parent Borrower may cause Loans to be prepaid and, continuing) and (2) to the extent any applicable New Senior Secured Notes Indenture requires the Borrower to prepay or make an offer to purchase such New Senior Secured Notes with such Net Cash Proceeds, the amount of prepayment required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt this Section 2.05(b)(ii)(A) shall be deemed to be purchased the amount equal to the product of (at a purchase price no greater than par plus accrued and unpaid interestx) on a pro rata basis in accordance with the respective principal amounts thereof and amount of such Net Cash Proceeds multiplied by (y) if at the time that any such prepayment would be requireda fraction, the Parent Borrower numerator of which is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at the denominator of which is the sum of the outstanding principal amount of the New Senior Secured Notes with respect to which such timea requirement to prepay or make an offer to purchase exists and the outstanding principal amount of the Term Loans; provided further that the portion of Borrower shall not be permitted to reinvest any such Net Cash Proceeds allocated in accordance with Section 2.05(b)(ii)(B) below if the Borrower applies any such Net Cash Proceeds to prepay or purchase New Senior Secured Notes and if the Other Applicable Indebtedness Borrower makes any such prepayment or purchase of New Senior Secured Notes, the Borrower 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 prepay Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly paragraph within one (and in any event within ten (101) Business Days after the date Day of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower prepayment or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds purchase of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject New Senior Secured Notes without giving effect to clause (b1) (ii) of the proviso above), the Parent Borrower shall cause to be prepaid 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 such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 3 contracts
Sources: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of (i) the Equity Interests in or assets of Casa Ley and PDC and (ii) repayments of intercompany loans from Safeway to PDC contemplated by the Safeway Merger Agreement) and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt Permitted Notes have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent DebtPermitted Notes, cause such Incremental Equivalent Debt Permitted Notes to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. In addition, notwithstanding anything to the contrary contained herein, if a Borrower or any of its Subsidiaries receives Net Proceeds from any disposition of Divested Properties, the Borrowers shall first prepay an amount of ABL Loans, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds, in an amount equal to the least of (x) the amount of such Net Proceeds, (y) the amount of ABL Loans borrowed in connection with the Transactions and (z) $300,000,000 (in the case of subclauses (y) and (z) when aggregated with all previous repayments pursuant to this sentence) and any remaining Net Proceeds from the Disposition of Divested Properties shall thereafter be applied as provided above in this subsection.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(i) Notwithstanding anything to the contrary in Section 2.3(a), 2.6(a) or 2.7 (which provisions shall not be applicable to Section 2.3(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in Section 2.3(c); provided that (A) any Discounted Voluntary Prepayment shall be offered to all Lenders with Loans of a specified Class on a pro rata basis, (B) such Purchasing Borrower Party shall deliver to the Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in Section 2.3(c) has been satisfied, (3) such Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to Holdings or any of its Subsidiaries that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or Affiliates) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Loans.
(ii) To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Agent substantially in the form of Exhibit I hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Loans of a specified Class in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Loans, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).
(iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.3(c)(ii), the Agent shall promptly notify each Lender of the applicable Class thereof. On or prior to the Acceptance Date, each Lender may specify by written notice substantially in the form of Exhibit J hereto (each, a “Lender Participation Notice”) to the Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Agent) of Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.3(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans of the applicable Class whose Lender Participation Notice is not received by the Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.
(iv) The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Loans of the applicable Class (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.
(v) Each Discounted Voluntary Prepayment shall be made within five Business Days after the Acceptance Date (or such other date as the Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.3), upon irrevocable notice substantially in the form of Exhibit K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Agent no later than 11:00 a.m. (New York City time), two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.
(vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.3(c)(iii) above) established by the Agent in consultation with the Parent Borrower.
(vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.
Appears in 2 contracts
Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b) and no later than the 95th day after the end of a Fiscal year, the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152006) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.0:1 but greater than 3.0:1. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.
(ii) (A) If (1x) a Holdings, the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05 (a), (b), (c), (ed) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(vi), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Holdings, the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Transcultural Health Develpment, Inc.), Credit Agreement (CRC Health CORP)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.3(a), 2.05(a)(v) during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aS▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇) (except to the extent the Disposition such property is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lMortgage), (o), (qp), (rq) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, (I) to the Parent extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Facility Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Facility Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Facility Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of Senior Secured Debt Obligations of the ABL Secured Parties (each such term as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii).
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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 2 contracts
Sources: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent 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 (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year 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 2.3(a), 2.05(a)(v) during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05 (a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (rs) or (t)-(v), (x)-(aat)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be 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 such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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 2 contracts
Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) If the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), 7.05 (b), (c), (e), (f), (g), (h), (i) (except pursuant to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rSections 7.05(j) or (t)-(v7.05(k), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net ProceedsCash Proceeds in excess of an aggregate amount of $10,000,000 per fiscal year, the Parent Borrower shallshall prepay (or Cash Collateralize, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10as applicable) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount Pro Rata Obligations equal to 100% of such Net Cash Proceeds received in connection with excess of such Casualty Events; provided that $10,000,000 no later than five (x5) if any Incremental Equivalent Debt have been issued Business Days following receipt thereof by such Person (such prepayments (or Cash Collateralization) to be applied as set forth in compliance with Sections 10.1 clauses (v) and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant (vii) below) and (B) notwithstanding anything to the Intercreditor Agreementscontrary in subclause (A) above, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that of any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) Disposition pursuant to Section 7.05(l) the terms Total Facility Amount is in excess of $350,000,000 (the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable IndebtednessFacility Cap”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower shall prepay (or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (bCash Collateralize, as applicable) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is no later than five (5) Business Days after following receipt thereof by the receipt by such Borrower or such Restricted Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses first and second of clause (v) below and clause (vii) below) but only to the extent required to reduce the Total Facility Amount to the Facility Cap and, if after giving effect to the application of proceeds described in clause first of clause (v) below, there remain any Net Cash Proceeds from the Disposition pursuant to Section 7.05(l), the Incremental Capacity shall be reduced on a dollar for dollar basis in an amount equal to such remainder to the extent required to reduce the Total Facility Amount to the Facility Cap).
(ii) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending September 30, 2012), the Borrower shall, no later than 95 days after the end of such Fiscal Year (or, in the case of the Fiscal Year ending September 30, 2012, 120 days after the end of such Fiscal Year), prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to the ECF Percentage of such Consolidated Excess Cash Flow less an amount equal to the aggregate principal amount of Term Loans voluntarily prepaid by the Borrower during such Fiscal Year pursuant to Section 2.05(a) with internally generated cash of the Borrower (and not from the proceeds of Indebtedness or the sale or issuance of Equity Interests and excluding any Term Loans purchased pursuant to Section 10.06(b)(vii)) (such amount, the “Excess Cash Flow Amount”), to be applied as set forth in clauses (v) and (vii) below); provided that in respect of the mandatory prepayment required pursuant to this Section 2.05(b)(ii) for the Fiscal Year ending September 30, 2012, such prepayment shall be in amount equal to the Excess Cash Flow Amount for such Fiscal Year multiplied by the 2012 ECF Pro Ration Amount.
(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 7.03) the Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net ProceedsCash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (v) and (vii) below).
(iv) Except with respect Upon any Extraordinary Receipt received by or paid to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or for the account of the Borrower or any Incremental Amendment of its Subsidiaries and not otherwise included in clause (i), (ii), or (iii) of this Section 2.05(b), the Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to the extent 100% of all Net Cash Proceeds received therefrom in excess of $10,000,000 per fiscal year no later than five (5) Business Days following receipt thereof by such Person (such prepayments (or Cash Collateralization) to be applied as set forth in such Refinancing Amendmentclauses (v) and (vii) below.
(v) Each prepayment (or Cash Collateralization, Term Loan Extension Request or Incremental Amendment as contemplated below), (Aapplicable) each prepayment of Term Loans Pro Rata Obligations pursuant to this Section 2.3(b2.05(b) shall be applied applied, first, to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of held by all Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Applicable Percentages (allocated to the next four principal repayment installments thereof and, thereafter, on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such prepayment.proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Post Holdings, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent 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 (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year 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 2.3(a)2.05(a)(v) and Term Loans prepaid at a discount to par pursuant to Dutch Auctions during such time, in each case, up to the actual cash purchase price thereof during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash or borrowings under the Revolving Credit Facility and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a Borrower Holdings or any of its Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05 (a), (b), (c), (ed), (fe), (g), (hh)(i), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (n), (o), (qp), (r), (s), (t) or (t)-(v), (x)-(aau)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Liens securing Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness 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 a Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(x) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower Holdings or such Restricted Subsidiary of such Net Proceeds.
(iv) If a Parent IPO occurs after the Closing Date, the Borrower shall cause to be offered to be prepaid Term Loans in an aggregate principal amount equal to 100% of the Declined IPO Proceeds (as defined in the Bridge Loan Agreement) on or prior to the date which is the later of (A) five (5) Business Days after the receipt by Holdings or the Borrower of such Parent IPO Proceeds and (B) one (1) Business Day after notice to the Borrower in accordance with Section 2.05(b) of the Bridge Loan Agreement that any Parent IPO Proceeds constitute Declined IPO Proceeds (as defined in the Bridge Loan Agreement).
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid (in any event, within five Business Days) Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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 2 contracts
Sources: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivered(or is required to be) delivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Percentage 75% of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus over (B) the sum aggregate principal amount of (1) all voluntary prepayments of Term Loans during such Fiscal Year prepaid pursuant to Section 2.3(a), 2.05(a)(i) during the applicable fiscal year or during the period after such year end but before the Excess Cash Flow payment is due and made so long as (2i) such prepayment is not deducted in the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), following fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded prepayment is financed with Internally Generated Cash; provided that for each fiscal year after fiscal year 2011, the percentage of Excess Cash Flow required to be applied as a prepayment will be subject to the following stepdowns: (i) 50% if the Borrower’s Consolidated Leverage Ratio is less than or equal to 3.0:1.0 and greater than 2.0:1.0 as of the end of such fiscal year and (ii) 25% if the Borrower’s Consolidated Leverage Ratio is less than or equal to 2.0:1:0 as of the end of such fiscal year.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l), ▇) and (o), (q), (rk) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, occurs which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in connection clauses (vi) and (ix) below); provided, however, that, with such Casualty Events; provided that respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with as notified by the Liens securing the Obligations pursuant Borrower to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, Administrative Agent on or prior to the extent required pursuant to the terms date of the documentation governing such Incremental Equivalent DebtDisposition), cause such Incremental Equivalent Debt to and so long as no Default or Event of Default shall have occurred and be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be requiredcontinuing, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (such Subsidiary may reinvest all or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Other Applicable Indebtedness shall Administrative Agent); and provided further, however, that any Net Cash Proceeds not exceed the amount of subject to 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 definitive agreement or so reinvested shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied 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 as set forth in this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof2.05(b)(ii).
(iii) If a Upon the sale or issuance by the Borrower or of any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) of its Equity Interests (other than (AExcluded Issuances and any sales or issuances of Equity Interests to another Loan Party) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used or receipt by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for of any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)equity contributions, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that for each year after the fiscal year ended December 31, 2011, the percentage of Net Cash Proceeds from such sales or issuances required to be applied as a prepayment will be 0% if the Borrower’s Consolidated Leverage Ratio is less than 2.5:1.0.
(iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Specified Prepayment Debt or Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower 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 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 or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 365 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(vi) Subject to Section 2.05(b)(x), each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof in direct order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) As long as Term Loans are outstanding under the Term A Loan Facility, the Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days after prior to the receipt by such Borrower or such Restricted Subsidiary date of such Net Proceeds.
prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term B Lender of the contents of any such prepayment notice and of such Term B Lender’s ratable portion of such prepayment (ivbased on such Lender’s Applicable Percentage in respect of the Term B Facility). As long as Term Loans are outstanding under the Term A Loan Facility, any Term B Lender (a “Declining Term B Lender,” and any Term B Lender which is not a Declining Term B Lender, an “Accepting Term B Lender”) Except may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment otherwise required to be made with respect to the Term B Loans incurred in connection with any Refinancing Amendment, held by such Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans B Lender pursuant to this Section 2.3(b2.05(b) shall not be made (the aggregate amount of such prepayments declined by the Declining Term B Lenders, the “Declined Prepayment Amount”). In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Term A Lender and Accepting Term B Lender of the amount of such Declined Prepayment Amount and of such Term A Lender’s and Accepting Term B Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term A Facility and Term B Facility (excluding the Applicable Percentage of Declining Term B Lenders), as applicable). Any such Term Lender (a “Declining Term Lender”) may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice, that such Lender’s ratable portion of such Declined Prepayment Amount not be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental repay such Lender’s Term Loans, Extended in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans or Other of the Declining Term Loans may specify that one or more other Classes Lenders shall instead be retained by the Borrower. For the avoidance of Loans may be prepaid prior to such Class of Incremental Term Loansdoubt, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders Borrower may, at its option, apply any amounts retained in accordance with their respective Pro Rata Shares of such prepaymentthis subclause (x) to prepay loans in accordance with Section 2.05(a) above.
Appears in 2 contracts
Sources: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)
Mandatory. (i) Within Commencing with Fiscal Year 2011, within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(b) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.01(c), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Repayment Percentage of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period Fiscal Year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus over (B) the sum of (1i) all voluntary prepayments the aggregate principal amount of Term Loans prepaid during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (22.05(a)(i) and (3ii) the excess of (x) all prepayments made under Section 2.05(b)(iii) over (y) the aggregate amount of prepayments made under Section 2.05(b)(iii) that, pursuant to the operation of clause (x), have previously reduced the prepayment amount pursuant to the extent this Section 2.05(b)(i) (such prepayments are funded with Internally Generated Cashto be applied as set forth in clauses (v) and (vii) below).
(ii) If (1) a Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries Disposes of any Motor Vehicle (other than in connection with a Borrower Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property or assets (other than any Disposition pursuant to Section 7.11(c), Disposes of any property or assets permitted by in connection with a sale and leaseback pursuant to Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r7.15(c) or (t)-(v), (x)-(aa)), or (2) any suffers a Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received in connection with within five (5) Business Days of receipt thereof by such Casualty Events; provided that Person (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans such prepayments to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased applied as set forth in clauses (at a purchase price no greater than par plus accrued and unpaid interestv) on a pro rata basis in accordance with the respective principal amounts thereof and (yvii) if at the time that below); provided, however, that, with respect to any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on Net Cash Proceeds realized under a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”described in this Section 2.05(b)(ii), then at the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis election of the aggregate outstanding principal amount Borrower, and so long as no Default or Event of the Term Loans Default shall have occurred and Other Applicable Indebtedness at be continuing, such time; provided that the Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds allocated in operating assets (including Permitted Acquisitions) so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Other Applicable Indebtedness shall not exceed the amount Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such net proceeds required to Net Cash Proceeds shall be allocated to the Other Applicable Indebtedness treated as a permitted application pursuant to the terms thereofthis clause; and provided further, and the remaining amounthowever, if any, of that any Net Cash Proceeds not subject to such net proceeds definitive agreement or so reinvested shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied 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 as set forth in this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof2.05(b)(ii).
(iii) If a Borrower Upon the sale or issuance by Holdings of any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) of its Capital Securities (other than (A) Indebtedness any sales or issuances of Capital Securities to another Loan Party, any such sale or issuance on the proceeds Closing Date, any sale or issuance that yields Net Cash Proceeds of which are applied up to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under $28,000,000 as a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days result of the acquisition exercise of any over-allotment option in connection with any such Material Real Property sale or issuance on the Closing Date (provided that in the case of any such sale and (C) Indebtedness the proceeds issuance that yields Net Cash Proceeds in excess of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent $28,000,000, such proceeds constituted Net Proceeds of a Disposition subject to excess shall be applied in accordance with this clause (biii)) (ii) aboveand any issuance or sale for the purpose of funding a Permitted Acquisition), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans equal to the Repayment Percentage of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) If any Loan Party receives any Net Cash Proceeds from (x) any Qualified Receivables Transaction representing an increase in the net outstanding realizations by the Loan Parties under all Qualified Receivables Transactions to in excess of $275,000,000 (or, if greater, the largest prior amount since the Closing Date of such net outstanding realizations) or (y) any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below.
(ivv) Except with respect Each prepayment of Loans pursuant to Loans incurred in connection with any Refinancing Amendmentthe foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Extension Request or any Incremental Amendment (Facility to the extent principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Term Loan Facility to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such Refinancing Amendmenttime, Term Loan Extension Request or Incremental Amendment as contemplated below)the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (Aother than the L/C Borrowings) each prepayment in an aggregate amount equal to such excess.
(vii) Prepayments of Term Loans the Revolving Credit Facility made pursuant to this Section 2.3(b) 2.05(b), first, shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with L/C Borrowings and the Net Proceeds of Credit Agreement Refinancing Indebtedness Swing Line Loans, second, shall be applied solely ratably to each applicable Class the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of Refinanced Debt and prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) any Class or (v) of Incremental Term Loansthis Section 2.05(b), Extended Term the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans or Other Term and Revolving Credit Loans may specify that one or more other Classes outstanding at such time and the Cash Collateralization of Loans the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be prepaid prior to such Class retained by the Borrower for use in the ordinary course of Incremental Term Loansits business, Extended Term Loans or Other Term Loans and (B) each such prepayment the Revolving Credit Facility shall be paid automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentBorrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Swift Transportation Co), Credit Agreement (Swift Transportation Co)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and The Borrower shall, on the related Compliance Certificate has been deliveredlast day of the Marriott Bond Tender Period, the Parent Borrower shall cause to be prepaid prepay one or more Groups of Term Advances in an aggregate principal amount equal to the excess, if any, of the aggregate principal amount of Loans in all Term Advances then outstanding over an amount equal to the aggregate Term Commitments on the Closing Date (Awithout regard to any later reduction or termination thereof) less the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the aggregate principal amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated CashRetained Marriott Bonds then outstanding.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent The Borrower shall, subject to the terms clause (vii) of the Intercreditor Agreementsthis Section 2.06(b), cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a any Loan Party of the Net Cash Proceeds from:
(A) the sale, lease, transfer or other disposition of any business or fixed or capital assets of the Borrower or any Restricted Subsidiary of its Subsidiaries (other than (i) any sale, lease, transfer or other disposition of assets pursuant to clauses (i) through (vii) of Section 5.02(e), (ii) any sale, transfer or other disposition of synergy related assets to the extent such proceeds are reinvested in similar assets for the purpose of achieving the planned synergy cost savings and (iii) other sales in an aggregate amount not to exceed $10,000,000 in Net Cash Proceeds in any Fiscal Year of the Borrower and $30,000,000 in Net Cash Proceeds over the term of the Facilities),
(B) the sale or issuance by the Parent Guarantor of any capital stock or other ownership or profit interest, or any warrants, rights or options to acquire capital stock or other ownership or profit interest (other than equity contributions hereafter made by Sodexho to the Parent Guarantor and stock options or warrants currently outstanding or hereafter issued pursuant to any stock option, plan or other compensation arrangement approved by the Borrower's or the Parent Guarantor's Board of Directors),
(C) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (A) or (B) above, prepay, ratably, the Advances in a Group or Groups of Term Advances in an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1A) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and 100%, (y) in the case of Casualty Events described in clause (2B) above, 50% and (z) in the case of clause (C) above, 70% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied pro rata to the Term Advances of the several Lenders included in such Group or Groups and shall reduce pro rata the remaining installments set forth in Section 2.04(a); provided that, in the case of clause (B) only, no such prepayment shall be required if the Leverage Ratio is less than 3.0:1.0 as at the end of each of the immediately preceding two consecutive Fiscal Quarters of the Borrower or in the event that the senior unsecured non-credit-enhanced Debt of the Parent Guarantor or the Borrower obtains a rating of Baa3 or higher by ▇▇▇▇▇'▇ or BBB- or higher by S&P.
(iii) The Borrower shall, subject to clause (vii) of this Section 2.06(b), on the tenth day following the date of delivery of the audited financial statements contemplated by Section 5.03(c), commencing with the four Fiscal Quarters ended August 1999, prepay ratably, the Advances in a Group or Groups of Term Advances in an aggregate principal amount equal to 100% fifty percent (50%) of the Excess Cash Flow in excess of $5,000,000 for such Net Proceeds received Fiscal Year. Each such prepayment shall be applied pro rata to the Term Advances of the several Lenders included in connection with such Casualty EventsGroup or Groups and shall reduce the remaining installments set forth in Section 2.04(a) in direct order of maturity; provided that such prepayment shall not be required if the Leverage Ratio is less than 3.0:1.0 as at the end of each of the immediately preceding two consecutive Fiscal Quarters of the Borrower or in the event that the senior unsecured non-credit-enhanced Debt of the Parent Guarantor or the Borrower obtains a rating of Baa3 or higher by ▇▇▇▇▇'▇ or BBB- or higher by S&P.
(xiv) if any Incremental Equivalent Debt have been issued The Borrower shall, on each Business Day, prepay ratably the Advances in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant a Group or Groups of Revolving Credit Advances and/or prepay Letter of Credit Advances in an aggregate principal amount equal to the Intercreditor Agreements, then amount by which the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis sum of the aggregate outstanding principal amount of the Term Loans Revolving Credit Advances and Other Applicable Indebtedness at the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the aggregate Revolving Credit Facility Commitments on such time; provided that Business Day.
(v) Prepayments of the portion Revolving Credit Facility made pursuant to clause (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full and second applied to prepay Groups of Revolving Credit Advances then outstanding until such Advances are paid in full.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such Net Proceeds allocated prepayment on the principal amount prepaid.
(vii) If any prepayment pursuant to clause (i) or (ii) above would otherwise be required to be made on a day on which the Other Applicable Indebtedness shall not exceed aggregate principal amount of Term Advances that are Base Rate Advances and the aggregate principal amount of Term Advances that are Eurodollar Rate Advances with Interest Periods ending on such day is less than the amount of such net proceeds required to be allocated to prepayment, such prepayment may, at 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 election of the Term Loans and to the repurchase or prepayment of Other Applicable IndebtednessBorrower, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provideddeferred, further, that but only to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay shortfall, until the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days last day of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans next ending Interest Period 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 Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentAdvances.
Appears in 2 contracts
Sources: Credit Agreement (Sodexho Alliance S A), Credit Agreement (Sodexho Mariott Services Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended December 31, 2013) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall Borrowers shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a2.05(a)(v), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (2) the amount expended by any Purchasing Borrower Party all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), when such Excess Cash Flow prepayment is due and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of long-term Indebtedness (other than revolving Indebtedness).
(ii) (A) If (1) a the Parent Borrower or any of its Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05(a), (b), (c), (d), (e), (f) (except as set forth in the proviso thereof and except to the extent such property is subject to a Mortgage), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m), (n), (o), (qp), (q) and (r)) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is Borrowers (or any Restricted Subsidiary) are required to offer to repurchase or to prepay Permitted First Priority Pari Passu Secured 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 proceeds of such Disposition or Casualty Event (such Permitted First Priority Pari Passu Secured Refinancing Debt (or Permitted any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness 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 a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness; provided, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y)further, that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower no prepayment shall cause to be prepaid 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 such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans required pursuant to this Section 2.3(b2.05(b)(ii)(A) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior respect to such Class portion of Incremental Term Loans, Extended Term Loans such Net Cash Proceeds that the Borrower shall have reinvested (or Other Term Loans and (Bentered into a binding commitment to reinvest) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.Section 2.05(b)(ii)(B)
Appears in 2 contracts
Sources: Credit Agreement (Par Pharmacuetical, Inc.), Credit Agreement (Par Pharmacuetical, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the delivery of the financial statements for the fiscal year in which the Amendment and Restatement Effective Date occurs) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount the Facilities equal to the excess (if any) of (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 Excess Cash Flow ECF Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus then ended over (B) the sum of (1) all voluntary prepayments the aggregate principal amount of Term Loans during such Fiscal Year voluntarily prepaid pursuant to Section 2.3(a)2.05(a)(i) during such ECF Period (for the avoidance of doubt, including the aggregate principal amount of term loans under the Original Credit Agreement voluntarily prepaid during such ECF Period on or before the Amendment and Restatement Effective Date) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 andreduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such ECF Period (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the case of each ECF Percentage shall be 25% if the Consolidated Leverage Ratio as at the end of the immediately preceding clauses (1), (2) ECF Period covered by such financial statements is less than or equal to 3.00:1.00 and greater than 2.25:1.00 and (3), B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the ECF Period covered by such financial statements is less than or equal to the extent such prepayments are funded with Internally Generated Cash2.25:1.00.
(ii) If (1A) a the Borrower or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), 7.05 (b), (c), (e), (f), (g), other than clauses (h) and (t) thereof), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2B) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of the Facilities equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii) (other than a Disposition pursuant to Section 7.05(t)), at the election of the Borrower (as notified by the Borrower to the terms of the Intercreditor Agreements, cause to be prepaid Administrative Agent on or prior to the date which is ten (10) fifth Business Days Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the realization Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any Permitted Acquisitions or in capital assets useful for its business within (x) 12 months after the receipt of such Net Cash Proceeds or (y) if the Borrower or the relevant Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months of the receipt thereof, within six months of the date of such legally binding commitment; and provided further, however, that any Net Cash Proceeds not so reinvested (or no longer intended to be so reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the incurrence or issuance by a the Borrower or any Restricted Subsidiary of such Net Proceeds its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than clause (s) thereof and Refinancing Term Loans and initial borrowings under Replacement Revolving Credit Commitments)), the Borrower shall prepay an aggregate principal amount of Loans in an amount the Facilities equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied first to prepay each Class of Term Loans on a pro rata basis (except to the extent that any applicable Additional Credit Extension Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment; provided that any prepayment of Term Loans required as a result of the incurrence of Refinancing Term Loans shall be applied solely to the applicable Class or tranche of outstanding Term Loans to be refinanced thereby), and (within each Class) (x) in the case of Dispositions described in clause (1) abovethe Tranche A Term Facility, an amount equal to the Applicable Disposition Percentage respective scheduled principal repayment installments thereof due within the twelve months after such prepayment in direct order of all Net Proceeds received from such Disposition (excluding maturity and thereafter to the proceeds from the disposition of the Equity Interests in or assets of Casa Ley remaining scheduled principal repayment installments thereof on a pro rata basis and (y) in the case of Casualty Events described any other Class, as set forth in the applicable Additional Credit Extension Amendment and, second, to the Revolving Credit Facility in the manner set forth in clause (2vi) aboveof this Section 2.05(b) (without reduction of commitments); provided that prepayments required by initial borrowings under Replacement Revolving Credit Commitments shall be applied only to borrowings under the Replaced Revolving Credit Commitments in the manner set forth in clause (vi) of this Section 2.05(b) (with reduction or termination of commitments as required by clause (i) of the proviso to Section 2.20(a)). Each such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05.
(v) 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 100% such excess (without reduction of such Net Proceeds received in connection with such Casualty Events; provided that commitments).
(xvi) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms Prepayments of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.3(b)(ii) 2.05(b), first, shall be reduced accordingly; provided, further, that applied ratably to the extent L/C Borrowings and the holders Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaidany Letter of Credit that has been Cash Collateralized, the declined amount funds held as Cash Collateral shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied (without any further action by or notice to prepay or from the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs other Loan Party) to reimburse the L/C Issuer or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Revolving Credit Agreement Refinancing IndebtednessLenders, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceedsapplicable.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, commencing in respect of the Fiscal Year ended on or about August 3, 2007, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and (5) Business Days after financial statements have been delivered if applicable pursuant to Section 9.5(a2.06(b)(vi) and below) deposit an amount in the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans Collateral Account in an amount equal to to, (A) at any time when the Applicable ECF Percentage Consolidated Total Leverage Ratio as of the end of the applicable Fiscal Year is greater than 2.50:1.00, 50% of the amount of Excess Cash FlowFlow for such Fiscal Year and (B) at any time when the Consolidated Total Leverage Ratio as of the end of the applicable Fiscal Year is less than or equal to 2.50:1.00, if any, for 25% of the amount of Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during for such Fiscal Year pursuant Year. Each such prepayment shall be applied first ratably to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans amortization installments under the ABL Term Facility during such Fiscal Year and second to the extent the commitments under the ABL Revolving Credit Facility are permanently reduced by the amount of such payments and, without reduction in the case Revolving Credit Commitment or the Letter of each Credit Commitment as set forth below in clause (v) of the immediately preceding clauses (1this Section 2.06(b), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a The Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any Restricted Subsidiary of a Borrower Disposes its Subsidiaries from (A) the sale, lease, transfer or other disposition of any property assets of any Loan Party or assets any of its Subsidiaries (other than any Disposition sale, lease, transfer or other disposition of any property or assets permitted by Section 10.5(apursuant to clause (i), (bii), (ciii), (eiv), (fvi), (gvii)(B) or (vii)(D)(except as provided in the proviso thereto) of Section 5.02(e)), (hB) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (iC) the issuance of any class of equity (other than pursuant to a Permitted Disposition or the issuance of equity compensation to the extent employees of the Disposition is to a Restricted Subsidiary Borrower and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionits Subsidiaries including stock option exercises and restricted stock issuance), (kD) any capital contribution and (E) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (lB), (o), (q), (rC) or (t)-(v)D) above, (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition Advances comprising part of the Equity Interests in or assets of Casa Ley same Borrowings and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred applicable pursuant to Section 10.3 or (z2.06(b)(vi) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(vbelow) (other than (A) Indebtedness deposit an amount in the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans Collateral Account 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 Borrower or such Restricted Subsidiary amount of such Net Cash Proceeds. Each such prepayment shall be applied first to the Term Facility to reduce in direct order the next four scheduled amortization payments thereunder immediately following the date of such prepayment unless and until such amortization payments have been eliminated as a result of such reductions and, thereafter ratably to the remaining amortization installments thereunder and second to the Revolving Credit Facility without reduction in the Revolving Credit Commitment or the Letter of Credit Commitment as set forth below in clause (v) of this Section 2.06(b).
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the L/C Credit Extensions and the Swing Line Advances and (if applicable pursuant to Section 2.06(b)(vi) below) deposit an amount in the Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the L/C Credit Extensions and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day.
(iv) Except with respect to Loans incurred in connection with any Refinancing AmendmentThe Borrower shall, Term Loan Extension Request or any Incremental Amendment (on each Business Day, pay to the extent set forth Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowBusiness Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (Aii), or (iii) each prepayment above shall be made without reduction in the Revolving Credit Commitment or the Letter of Term Loans Credit Commitment and shall be first applied to prepay L/C Credit Extensions then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.3(bclause (i) or (ii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably Issuing Bank or Revolving Credit Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the remaining installments date of each Class such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 9.04(c). If any payment of Term Loans then outstanding Eurodollar Rate Advances otherwise required to be made under Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (provided that (iand if so directed, the Administrative Agent shall) any deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of Term Loans with such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the Net Proceeds last day of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentInterest Period therefor.
Appears in 2 contracts
Sources: Credit Agreement (CBRL Group Inc), Credit Agreement (CBRL Group Inc)
Mandatory. (i) Within five (5) 10 Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause prepay, subject to be prepaid Section 2.05(d), an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements Fiscal Year (commencing with the Fiscal Year ending February 26ended on December 29, 2015) 2014), minus (B) the sum of (1) all voluntary the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such Fiscal Year, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment (and, in each case, not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.3(a2.05(b)(i) for the preceding Fiscal Year), (2) at the Borrower’s election, all or any amount expended by of any Purchasing Borrower Party to prepay any cash prepayment of the Term Loans made pursuant to Section 2.3(c2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment, including any prepayment at a discount to par pursuant to Section 14.7(h2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment, (3) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), the amount of any cash prepayments of the Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), and (34) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the ABL Facility are permanently reduced by extent of the amount of such payments andreduction), in at the case Borrower’s election, all or any amount of each any cash prepayment of the immediately preceding clauses (1), (2Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment and (3)5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such prepayments other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness; provided that in each case under clause (B) above, no voluntary prepayment funded with Internally Generated Cashthe proceeds of an incurrence of Indebtedness with a maturity date more than twelve months from the date of incurrence thereof (other than Revolving Credit Loans hereunder or loans under any other revolving facility available to the Borrower or any of its Restricted Subsidiaries) may be applied pursuant to clause (B) above to reduce the amount of the prepayment required under this Section 2.05(b)(i); provided, further, that the prepayment set forth in this subsection 2.05(b)(i) shall apply solely to the extent that after giving effect thereto, the Available Liquidity of the Borrower and its Restricted Subsidiaries shall equal or exceed $500,000,000.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i1) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), Loan Party or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject that is not a Loan Party to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any another Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (xthat is not a Loan Party) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor AgreementsSection 7.05(e), then the Parent Borrower may cause Loans to be prepaid and(p), (s), (t), (u), (v) or (to the extent required pursuant to the terms definition of “Asset Swap Transaction”) (x) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased foregoing clauses (at a purchase price no greater than par plus accrued and unpaid interestx) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at results in the time that receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash Proceeds in excess of $50,000,000 in any Fiscal Year (any such prepayment would be requiredtransaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), subject to Section 2.05(d), the Parent Borrower is required shall (1) give written notice to offer the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and (2) except to repurchase the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), prepay an aggregate principal amount of Term Loans in an amount equal to the Disposition/Casualty Event Percentage of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay Permitted First Priority Refinancing Debt (or repurchase any Permitted Refinancing thereof other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations) pursuant Obligations to the terms of 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 net proceeds of such Disposition or Casualty Event Relevant Transaction, in each case in an amount not to exceed the product of (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof1) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply amount of such Net Cash Proceeds on and (2) a pro rata basis (determined on fraction, the basis numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at all such time; provided that other Indebtedness. Notwithstanding anything in the portion first sentence 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 hereofthis Section 2.05(b)(ii)(A) to the prepayment of contrary, in no event shall any Net Cash Proceeds received by the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs with respect to a Disposition of any Excluded Disposition Assets, the Equity Interests of any Excluded Disposition Subsidiary or issues any Indebtedness after an Unrestricted Subsidiary that has no material assets other than Excluded Disposition Assets or the Escrow Release Date (x) that is intended Equity Interests of Excluded Disposition Subsidiaries, be required to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Tribune Media Co), Credit Agreement (Chicagoland Television News, LLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to If (A) the Applicable ECF Percentage Company or any of Excess Cash Flowits Subsidiaries Disposes of any Collateral other than (x) Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of Equity Interests in a Restricted Subsidiary that hold only Excluded Assets, if anyor (z) as a result of the consummation of the Spin-Off (a “Mandatory Prepayment Disposition”), for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus or (B) the sum Company or any of its Restricted Subsidiaries suffers an Event of Loss, which in each case, together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Original Closing Date, result in the realization by the Loan Parties, collectively, of Net Cash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (1) all voluntary prepayments for the avoidance of Loans during such Fiscal Year pursuant to Section 2.3(a)doubt, (2) the amount expended by excluding any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans Net Cash Proceeds excluded under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses subclause (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aai)(A)(x)), or (2) any Casualty Event occursthe Company shall in each case prepay, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) within three Business Days after the date of the realization or receipt thereof by a Borrower or any Restricted Subsidiary of such Net Proceeds Person, an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty EventsCash Proceeds; provided that if the Company’s Total Leverage Ratio, as determined by the Compliance Certificate most recently delivered pursuant to Section 7.01(e), is (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and or equal to 2.00:1.00 but less than 2.50:1.00, such percentage shall be reduced to 75% of such Net Cash Proceeds, or (y) if at the time that any less than 2.00:1.00, such prepayment would percentage shall be required, the Parent Borrower is required reduced to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion 50% of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordinglyCash Proceeds; provided, further, that (x) with respect to all or a portion of any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)(A), at the election of the Company (as notified by the Company to the extent the holders Administrative Agent on or prior to such third Business Day following receipt of Other Applicable Indebtedness decline to such Net Cash Proceeds of Dispositions of Collateral), and so long as no Default shall have such Other Applicable Indebtedness repurchased or prepaidoccurred and be continuing, the declined amount shall promptly (and Company or such Subsidiary may reinvest Net Cash Proceeds arising from such Disposition in any event operating assets which constitute Collateral within ten (10) Business Days 365 days after the date receipt of such rejectionNet Cash Proceeds and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, if such replacement or repair could not reasonably completed within 365 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to prepay the Term Loans in accordance with prepayment of the terms hereofLoans.
(iiiii) If a Borrower Upon the incurrence or issuance by the Company or any of its Restricted Subsidiary incurs or issues Subsidiaries of any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred permitted under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above7.14), the Parent Borrower Company shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to immediately upon receipt thereof by the date which is five (5) Business Days after the receipt by such Borrower Company or such Restricted Subsidiary of Subsidiary.
(iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such Net Proceedstime, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans Prepayments made pursuant to this Section 2.3(b) 2.05(b), first, except to the extent that the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility, if any, second, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, third, except to the extent that the Incremental Revolving Credit Lenders under an Incremental Revolving Credit Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit Facility and each Incremental Revolving Credit Facility, if any, and, fourth, shall be used to Cash Collateralize the remaining installments L/C Obligations; and, in the case of each Class of Term Loans then outstanding (provided that prepayments required pursuant to clause (i) through (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and any prepayment Incremental Revolving Credit Facility shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of Term Loans with the Net Proceeds any Letter of Credit Agreement Refinancing Indebtedness that has been Cash Collateralized, the funds held as Cash Collateral shall be applied solely (without any further action by or notice to each applicable Class of Refinanced Debt and (iior from the Company or any other Loan Party) any Class of Incremental Term Loansto reimburse the L/C Issuers or the Revolving Credit Lenders, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentas applicable.
Appears in 2 contracts
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year of the Borrower covered by such financial statements (commencing with the Fiscal Year fiscal year of the Borrower ending February 26December 31, 20152011) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a)2.05(a) during such fiscal year other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness, (2) solely to the extent the amount expended by any Purchasing Borrower Party to prepay any Loans of the Revolving Credit Commitments are permanently reduced pursuant to Section 2.3(c) or Section 14.7(h2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year and (3) all voluntary prepayments of loans under for the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each fiscal year of the immediately preceding clauses (1)Borrower ending December 31, (22011, Foreign Excess Cash Flow, if positive; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year was less than 4.00:1; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) and (3), to shall be required if the extent such prepayments are funded with Internally Generated CashTotal Leverage Ratio as of the last day of the applicable fiscal year was less than 3.25:1.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (▇), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Cash Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to no such prepayment shall be prepaid and, to the extent required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the terms Borrower shall have given written notice to the Administrative Agent of the documentation governing such Incremental Equivalent Debt, its intention to reinvest or cause such Incremental Equivalent Debt to be purchased (at reinvested all or a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis portion of such Net Cash Proceeds in accordance with the respective principal amounts thereof Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and (y) is then continuing); provided further that if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaidindebtedness repurchased, the declined amount shall promptly (and in any event within ten (10) 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending on or about December 31, 2023) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.3(a2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05(a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m), (n), (o), (p), (q), (r) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Asset Sale Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof Indebtedness that is secured on a pari passu basis with the Obligations) Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Amendment No. 5 Effective Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above7.03 ), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five six (56) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iv) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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 2 contracts
Sources: Amendment No. 7 to the Amended and Restated Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Company shall cause to be prepaid an aggregate amount Dollar Amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152006) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 5.00:1.
(ii) (A) If (1x) a Borrower Holdings, the Company or any of Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) or (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionj), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Holdings, the Company or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount Dollar Amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom 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 Company shall have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Data Systems Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivered(or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall cause prepay, subject to be prepaid clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the Applicable “ECF Percentage Percentage”) of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152009) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.
(ii) (A) If (1x) a the Parent Borrower or any of its wholly-owned Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇)(▇▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o▇), (q▇), (r▇) (except as set forth in the proviso thereof) or (t)-(v), (x)-(aaq)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any of its wholly-owned Restricted Subsidiary Subsidiaries of Net Cash Proceeds, or (z) the Parent Borrower or any of its Restricted Subsidiaries disposes of any Specified Assets, in each case, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid shall prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to 100% (xsuch percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) only, (I) the Disposition Prepayment Percentage shall be 75% if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing Total Leverage Ratio for the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of Test Period immediately preceding such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds calculated on a pro rata forma basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at for 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 Disposition or Casualty Event in accordance with Section 1.10 as set forth in the terms hereofCompliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (II) the Disposition Prepayment Percentage shall be 50% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0; provided, further, that, except as provided in Section 7.05(f)(i) and (k), no 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 shall be required pursuant to this Section 2.3(b)(ii2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that with respect to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date portion of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) Net Cash Proceeds that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares of such prepayment.Section 2.05(b)(ii)(B);
Appears in 2 contracts
Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)
Mandatory. (i) Within For each Fiscal Year commencing with the Fiscal Year ending on or about December 31, 2011, within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), (or, if not delivered when required hereunder, after such financial statements and Compliance Certificate are required to be delivered pursuant to Sections 6.01(a) and 6.02(a), respectively) the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Excess Cash Flow Percentage of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period Fiscal Year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus such prepayments to be applied as set forth in clauses (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(avii), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2ix) and (3x) below), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Loan Party Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.04(a), (b), (c), (d), or (e) or Section 7.05(a), (b), (d), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(vi), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net ProceedsCash Proceeds in excess of $500,000 or such Loan Party receives cash proceeds from insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation or eminent domain proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received promptly (but in connection with any event within one (1) Business Day thereafter) upon receipt thereof by such Casualty Events; provided that Person (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) if below); provided, however, that, with respect to any Incremental Equivalent Debt have been issued Net Cash Proceeds realized under a Disposition or cash proceeds of insurance or condemnation or eminent domain described in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with this Section 2.05(b)(ii), at the Liens securing election of the Obligations pursuant Borrower (as notified by the Borrower to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, Administrative Agent on or prior to the extent required pursuant to the terms date such payment would otherwise be due), and so long as no Event of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to Default shall have occurred and be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be requiredcontinuing, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (such Subsidiary may reinvest all or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated or proceeds of insurance or condemnation or eminent domain in operating assets or to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received so long as within three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such purchase, replacement, repair or reimbursement shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such purchase, replacement, repair or reimbursement within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such purchase, replacement, repair or reimbursement in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Other Applicable Indebtedness shall Administrative Agent); and provided further, however, that any Net Cash Proceeds not exceed the amount of subject to such net proceeds definitive agreement or so reinvested within such required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds time periods shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied to the prepayment of the Term Loans as set forth in this clause (ii) and to the repurchase or prepayment of Other Applicable Indebtednessclauses (vii), (ix) and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii(x) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofbelow.
(iii) If a Borrower Upon the sale or issuance by any Restricted Subsidiary incurs or issues Loan Party of any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) of its Equity Interests (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) aboveExcluded Issuances), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(iv) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Specified Equity Contribution, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within two (2) Business Days upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(vi) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (ii), (iii), (iv) or (v) or of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $500,000 received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi), (viii) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds resulting from Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within three hundred and sixty-five (5365) Business Days days after the receipt by of such Net Cash Proceeds, (x) such reinvestment shall have been consummated or (y) the Borrower or such Restricted Subsidiary shall have entered into a binding contract to consummate such reinvestment within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such reinvestment in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net ProceedsCash Proceeds not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (vi) and clauses (vii), (ix) and (x) below.
(ivvii) Except with respect Each prepayment of Loans pursuant to Loans incurred in connection with any Refinancing Amendmentthe foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Extension Request or any Incremental Amendment Facility (and the principal installments thereof on a pro rata basis) and second to the extent Revolving Credit Facility in the manner set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowclause (viii) of this Section 2.05(b), . Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) each prepayment of Term Loans accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans3.05, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loansif applicable, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Applicable Percentages in respect of each of the relevant Facilities.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business (the sum of such prepaymentprepayment amounts, cash collateralization amounts and remaining amounts being, collectively, the “Reduction Amount”). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Amounts to be applied as provided in this clause (b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this clause (b). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations related to such Class of Loans. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, to secure the Obligations each Prepayment Account so established.
Appears in 2 contracts
Sources: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Mandatory. (i) Within five ten (510) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a)(i) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty days (120) plus ten (10) Business Days after the end of each fiscal year of the Borrower beginning with the fiscal year ended January 31, 2017, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) first full fiscal year ended after the Closing Date minus (B) the sum aggregate amount of (1) all voluntary principal prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.3(c2.03(a)(i) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to fiscal year minus (C) the extent the commitments under the ABL Facility are permanently reduced aggregate discounted amount actually paid in cash by the amount of Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) during such payments and, fiscal year (in the case of each of the immediately preceding clauses (1), (2B) and (3C), except in the case of prepayments financed with long-term Indebtedness); provided that such percentage shall be reduced to 25% or 0% if the extent such prepayments are funded with Internally Generated CashSecured Net Leverage Ratio as of the last day of the prior fiscal year was less than 4.00:1.00 or 3.50:1.00, respectively.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of (i) assets comprising the ABL Priority Collateral or (ii) any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f), (g), (h), (i) ), (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionj), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), m) or (2y) any Casualty Event (other than any Casualty Event with respect to assets comprising the ABL Priority Collateral) occurs, which and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by a the Borrower or any and its Restricted Subsidiary Subsidiaries of Net ProceedsCash Proceeds in excess of $5,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the Parent Borrower shall, subject to the terms same fiscal year of the Intercreditor AgreementsBorrower, 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 aggregate Net Cash Proceeds in excess of $10,000,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a Borrower or any Restricted Subsidiary portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B), prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five from such Relevant Transaction within ten (510) Business Days after of receipt thereof by the receipt by such Borrower or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (At Home Group Inc.), First Lien Credit Agreement (At Home Group Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 2015) 2009 minus (B) the sum aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (1x) all voluntary prepayments of Swing Line Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3y) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced Revolving Credit Loans unless accompanied by the amount of such payments and, in the case of each a corresponding permanent commitment reduction of the immediately preceding clauses (1Revolving Credit Facility); provided, (2) and (3), that such percentage shall be reduced to 0% if the extent such prepayments are funded with Internally Generated CashLeverage Ratio as of the last day of the prior fiscal year was less than 2.50:1.00.
(ii) (A) If (1x) a Borrower Holdings or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition by any Subsidiary that is not a Loan Party to a Loan Party), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rj) or (t)-(vk), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Holdings or any Restricted such Subsidiary of Net Cash Proceeds, in excess of $1,000,000, the Parent Borrower shall, subject shall (1) give written notice to the terms of the Intercreditor Agreements, cause to be prepaid Administrative Agent thereof on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, except to the extent required pursuant the Borrower elects in such notice to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at reinvest all or a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash 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 hereofSection 2.05(b)(ii)(B) to the prepayment (which election may only be made if no Event of the Term Loans Default has occurred and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (ythen continuing), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five within two (52) Business Days after the of receipt thereof by such Borrower Holdings or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Michael Foods Inc/New), Credit Agreement (Michael Foods Inc/New)
Mandatory. (i) Within Commencing with Fiscal Year 2012, within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(b) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.01(c), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Repayment Percentage of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period Fiscal Year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus over (B) the sum of (1i) all voluntary prepayments the aggregate principal amount of Term Loans prepaid during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (22.05(a)(i) and (3ii) the excess of (x) all prepayments made under Section 2.05(b)(iii) over (y) the aggregate amount of prepayments made under Section 2.05(b)(iii) that, pursuant to the operation of clause (x), have previously reduced the prepayment amount pursuant to the extent this Section 2.05(b)(i) (such prepayments are funded with Internally Generated Cashto be applied as set forth in clauses (v) and (vii) below).
(ii) If (1) a Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries Disposes of any Motor Vehicle (other than in connection with a Borrower Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property pursuant to Section 7.11(c) or assets (other than any Disposition Section 7.11(p), Disposes of any property or assets permitted by in connection with a sale and leaseback pursuant to Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r7.15(c) or (t)-(v), (x)-(aa)), or (2) any suffers a Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received in connection with within five (5) Business Days of receipt thereof by such Casualty Events; provided that Person (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans such prepayments to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased applied as set forth in clauses (at a purchase price no greater than par plus accrued and unpaid interestv) on a pro rata basis in accordance with the respective principal amounts thereof and (yvii) if at the time that below); provided, however, that, with respect to any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on Net Cash Proceeds realized under a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”described in this Section 2.05(b)(ii), then at the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis election of the aggregate outstanding principal amount Borrower, and so long as no Default or Event of the Term Loans Default shall have occurred and Other Applicable Indebtedness at be continuing, such time; provided that the Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds allocated in operating assets (including Permitted Acquisitions) so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Other Applicable Indebtedness shall not exceed the amount Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such net proceeds required to Net Cash Proceeds shall be allocated to the Other Applicable Indebtedness treated as a permitted application pursuant to the terms thereofthis clause; and provided further, and the remaining amounthowever, if any, of that any Net Cash Proceeds not subject to such net proceeds definitive agreement or so reinvested shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied 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 as set forth in this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof2.05(b)(ii).
(iii) If Upon the sale or issuance by Holdings of any of its Capital Securities (other than (v) any sales or issuances of Capital Securities to another Loan Party, (w) any issuance or sale for the purpose of funding a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date Permitted Acquisition, (x) that is intended to be Credit Agreement Refinancing any prepayment or similar transaction permitted by Section 7.08 in respect of the Fixed Rate Notes, Senior Notes or other Indebtedness, (y) that is not otherwise permitted to be incurred any sale or issuance of Capital Securities pursuant to Section 10.3 an employee stock ownership plan or (z) notwithstanding clause (y)if after giving pro forma effect thereto, that the Consolidated Leverage Ratio is Indebtedness permitted by Section 10.3(v) (other less than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above2.50:1.00), the Parent Borrower shall cause prepay an aggregate principal amount of the Loans equal to 50% of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be prepaid applied as set forth in clauses (v) and (vii) below).
(iv) If any Loan Party receives any Net Cash Proceeds from (x) any Qualified Receivables Transaction representing an increase in the net outstanding realizations by the Loan Parties under all Qualified Receivables Transactions to in excess of $275,000,000 (or, if greater, the largest prior amount since the Closing Date of such net outstanding realizations) or (y) any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans 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 Borrower or such Restricted Subsidiary of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below.
(ivv) Except with respect Each prepayment of Loans pursuant to Loans incurred in connection with any Refinancing Amendmentthe foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Extension Request or any Incremental Amendment (Facilities, ratably among the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, to the extent principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Term Loan Facilities, ratably among the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such Refinancing Amendmenttime, Term Loan Extension Request or Incremental Amendment as contemplated below)the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (Aother than the L/C Borrowings) each prepayment in an aggregate amount equal to such excess.
(vii) Prepayments of Term Loans the Revolving Credit Facility made pursuant to this Section 2.3(b) 2.05(b), first, shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then 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 installments L/C Obligations; and, in the case of each Class prepayments of Term the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans then and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (provided the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Notwithstanding the foregoing, if a mandatory prepayment of Eurodollar Rate Loans is required pursuant to clause (b) of this Section 2.05 to be made on a date that is not an Interest Payment Date, the Borrower may delay such mandatory prepayment until the next succeeding Interest Payment Date so long as (i) any prepayment no Default or Event of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness Default shall have occurred and be applied solely to each applicable Class of Refinanced Debt continuing and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior the Borrower deposits an amount equal to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such mandatory prepayment shall be paid to for the applicable Lenders in accordance with their respective Pro Rata Shares period of such prepaymentdelay in a cash collateral account maintained with (or, at the Administrative Agent’s discretion, on behalf of) (and subject to documentation reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have a first priority lien).
Appears in 2 contracts
Sources: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of (i) the Equity Interests in or assets of Casa Ley and PDC and (ii) repayments of intercompany loans from Safeway to PDC contemplated by the Safeway Merger Agreement) and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Permitted NotesIncremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Permitted NotesIncremental Equivalent Debt, cause such Incremental Permitted NotesIncremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. In addition, notwithstanding anything to the contrary contained herein, if a Borrower or any of its Subsidiaries receives Net Proceeds from any disposition of Divested Properties, the Borrowers shall first prepay an amount of ABL Loans, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds, in an amount equal to the least of (x) the amount of such Net Proceeds, (y) the amount of ABL Loans borrowed in connection with the Transactions and (z) $300,000,000 (in the case of subclauses (y) and (z) when aggregated with all previous repayments pursuant to this sentence) and any remaining Net Proceeds from the Disposition of Divested Properties shall thereafter be applied as provided above in this subsection.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 2 contracts
Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Mandatory. (ia) Within five (5) Business Days after financial statements have been or are required to have been delivered pursuant to Section 9.5(a6.01(1) and the related Compliance Certificate has been deliveredor is required to have been delivered pursuant to Section 6.02(1) (such date, the Parent “ECF Due Date”), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to 50% (Asuch percentage as it may be reduced as described below, the “ECF Percentage”) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of:
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of Loans during such Fiscal Year prepayments pursuant to Section 2.3(a2.05(1)(e), (2) equal to the discounted amount expended by any Purchasing Borrower Party to prepay any actually paid in respect of the principal amount of such Term Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year only to the extent that such Loans have been cancelled);
(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the commitments extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the ABL Facility are permanently reduced control of remedies); and
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the amount of such payments and, corresponding Revolving Commitments or other revolving commitments); in the case of each of the immediately preceding clauses (1i), (2ii) and (3iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary the proceeds of a Borrower Disposes of any property or assets Funded Debt (other than any Disposition Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results fiscal year shall only be required in the realization or receipt amount (if any) by a Borrower or any Restricted Subsidiary of Net Proceedswhich the ECF Payment Amount for such fiscal year exceeds $5,000,000, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of Dispositions described in clause (1) above, an amount the end of the fiscal year covered by such financial statements was less than or equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) in the case ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of Casualty Events described in clause (2) above, an amount the end of the fiscal year covered by such financial statements was less than or equal to 100% of such Net Proceeds received in connection with such Casualty Events1.25 to 1.00; provided that provided, further, that:
(x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (yA) if at the time that any such prepayment would be required, the Parent Borrower (or any Restricted Subsidiary) is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis Discharge Other Applicable Indebtedness with the Obligations) Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower (or any Restricted Subsidiary) may apply such Net Proceeds portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(2)(a) shall be reduced accordinglyaccordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); provided, further, that and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaidprepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms hereofof this Section 2.05(2)(a).
(iiii) If (x) the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or 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 Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided, further, that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i).
(ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (xi) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that is intended to be constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (yor Classes) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of a Disposition subject to clause (b) (ii) abovean exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Parent Borrower shall prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in an amount each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five one (51) Business Days Day after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivi) Except with respect to Loans incurred as otherwise set forth in connection with any Refinancing Amendment, Term Loan Extension Request Amendment or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(brequired by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the next eight succeeding scheduled outstanding principal installments amounts owing to each such Term Lender under such Class of Term Loans and then ratably shall be applied to the reduce such remaining scheduled installments of each principal within such Class of Term Loans then outstanding (in direct order of maturity; provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.that:
Appears in 2 contracts
Sources: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent 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 (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year 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 2.3(a), 2.05(a)(v) during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05 (a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (rs) or (t)-(v), (x)-(aat)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be 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 such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans; provided, Extended further, that the Borrower may elect to apply prepayments pursuant to this Section 2.05(b) (1) to the Series B-3 Term Loans or Other until such Series B-3 Term Loans are repaid in full, prior to any prepayment of Series B-4 Term Loans and (2) to Series B-4 Term Loans if accompanied by at least a pro rata prepayment of Series B-3 Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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 2 contracts
Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate amount of the Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152007) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rn) or (t)-(v), (x)-(aao)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to (xI) 100% of all Net Cash Proceeds received (other than Excluded Net Cash Proceeds) and Net Cash Proceeds from a Disposition subject to immediately succeeding clause (II)) and (II) in the case of any Disposition (1) which, together with all other Dispositions described made after the Closing Date in reliance on Section 7.05(k), would exceed the applicable thresholds in clause (1ii) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests proviso in or assets of Casa Ley Section 7.05(k) and (y) in the case of Casualty Events described in clause (2) aboveafter giving Pro Forma Effect to which, an amount equal the Total Leverage Ratio would be greater than 5.00 to 1.0 as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, the lesser of (x) 100% of such Net Cash Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds Disposition received as would be required to ensure the Total Leverage Ratio would not be allocated greater than 5.0 to the Other Applicable Indebtedness pursuant 1.0 after giving Pro Forma Effect to the terms thereof, such Disposition and the remaining amount, if any, related repayment of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment required hereby as of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment last day of the Term Loans that would most recent Test Period for which financial statements have otherwise been required pursuant to this delivered under Section 2.3(b)(ii6.01(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (yb), that is Indebtedness permitted by Section 10.3(v) as applicable (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for with any Real Property to the extent such proceeds constituted Net Cash Proceeds of a Disposition not subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment repayment of Term Loans pursuant to this Section 2.3(bclause (II) shall to be applied subject, for the avoidance of doubt, to preceding clause (I) and the next eight succeeding scheduled principal installments to each Class provisions of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and subclause (B) each of this Section 2.05(c)(ii)); provided that no such prepayment shall be paid required pursuant to this Section 2.05(b)(ii)(A) with respect to suchany portion of any such Net Cash Proceeds described in or subject to the applicable Lenders preceding clause (I) 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 their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Mandatory. (i) Within five (5) Business Days after the date the Borrower is required to deliver financial statements have been delivered pursuant to Section 9.5(aSECTION 6.01(a) and the related Compliance Certificate has been deliveredpursuant to SECTION 6.02(b), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to (A) 75% or, if the Applicable ECF Percentage Consolidated Leverage Ratio for such fiscal year is less than 4.5:1.0, 50% of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cashstatements.
(ii) If (1) a Borrower any Loan Party or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇)(▇▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), OR (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) and the aggregate Net Cash Proceeds received by the Loan Parties and such Subsidiaries in any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceedsfiscal year exceeds $1,000,000, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall immediately prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, and thereafter as and when additional Net Cash Proceeds are received during such year in an aggregate amount equal to (x) in of $500,000 or more, the case of Dispositions described in clause (1) above, an amount equal to Borrower shall immediately further prepay the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition principal of the Equity Interests Loans in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds; PROVIDED, HOWEVER, that, with respect to any Net Cash Proceeds received realized (A) under a Disposition described in connection with such Casualty Events; provided that this SECTION 2.05(b)(ii) or (xB) if any Incremental Equivalent Debt have been issued from proceeds of insurance and condemnation awards or indemnities covered by SECTION 2.05(b)(v), (1) at the option of the Borrower (as elected by the Borrower in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant writing to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, Administrative Agent on or prior to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds date of such Disposition or Casualty Event (the receipt of such Permitted First Priority Refinancing Debt (insurance 42 proceeds or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”condemnation awards), then and so long as no Event of Default shall have occurred and be continuing, the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the reinvest all or any portion of such Net Cash Proceeds allocated in operating assets so long as (a) within 180 days following receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets with such proceeds shall have been entered into (as certified by the Borrower in writing to the Other Applicable Indebtedness shall not exceed Administrative Agent), and (b) within 270 days after the amount receipt of such net proceeds required to be allocated Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Other Applicable Indebtedness pursuant Administrative Agent); PROVIDED FURTHER, HOWEVER, that any Net Cash Proceeds not subject to the terms thereof, and the remaining amount, if any, of such net proceeds definitive agreement or so reinvested shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied to the prepayment of the Term Loans as set forth in this SECTION 2.05; and to the repurchase or prepayment of Other Applicable Indebtedness, and (2) any amount reinvested under CLAUSE (A) shall not be included in determining the amount of any required prepayment of the Term Loans that would have otherwise been required pursuant to under this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofSECTION 2.05(b)(ii).
(iii) If a Borrower Upon the sale or issuance by any Loan Party or any Restricted Subsidiary incurs or issues of its Subsidiaries of any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtednessof its Equity Interests, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to SECTION 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the immediately upon receipt thereof by such Borrower any Loan Party or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) Except of this SECTION 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(vi) If for any reason the Total Outstandings under any Facility at any time exceed the Aggregate Commitments then in effect with respect to such Facility, the Borrower shall immediately prepay the applicable Loans incurred and/or (in connection with any Refinancing Amendmentthe case of the Revolving Credit Facility) Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.05(b)(vi) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(vii) Each prepayment of Loans pursuant to this SECTION 2.05(b) shall be applied, FIRST, to principal payments of the Term Loan Extension Request or any Incremental Amendment (B Facility scheduled to be paid during the next 12 months in direct order of maturity until such scheduled principal payments are paid in full, SECOND, ratably to the extent remaining principal repayment installments of the Term B Facility until all such installments are paid in full and, THEREAFTER, ratably to the Revolving Credit Facility; PROVIDED that any prepayment of the Revolving Credit Facility pursuant to CLAUSE (vi) shall be applied as set forth herein.
(viii) Prepayments of the Revolving Credit Facility made pursuant to CLAUSE (i), (ii), (iii), (iv), (v), (vi) OR (vii) OF THIS SECTION 2.05(b), FIRST, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, SECOND, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, THIRD, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, FOURTH, shall be used to Cash Collateralize the L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to CLAUSE (i), (ii), (iii), (iv) OR (v) OF THIS SECTION 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "REDUCTION AMOUNT") may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in SECTION 2.06(b)(ii). Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such Refinancing Amendmentfunds 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, Term Loan Extension Request or Incremental Amendment as contemplated below)applicable.
(ix) Anything contained in this SECTION 2.05(b) to the contrary notwithstanding, (A) each prepayment if, following the occurrence of Term Loans pursuant any "ASSET SALE" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "ASSET DISPOSITION") is defined in any Senior Subordinated Document) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "COMMITMENT DATE") to apply or cause its Subsidiaries to apply an amount equal to any of the "NET PROCEEDS" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "NET AVAILABLE CASH") as defined in any Senior Subordinated Document) thereof in a particular manner, or to apply by a particular date (an "APPLICATION DATE") an amount equal to any such "NET PROCEEDS" in a particular manner, in either case in order to excuse the Borrower from being required to make an "ASSET SALE OFFER" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "OFFER") as defined in any Senior Subordinated Document) in connection with such "ASSET SALE", and the Borrower shall have failed to so commit or to so apply an amount equal to such "NET PROCEEDS" at least 30 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "NET PROCEEDS", and, within 30 days thereafter assuming no further application or commitment of an amount equal to such "NET PROCEEDS" the Borrower would otherwise be required to make an "ASSET SALE OFFER" in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent (without duplication of any amount paid or payable under this Section 2.3(bSECTION 2.05(b)) shall an amount equal to such "NET PROCEEDS" to be applied to the next eight succeeding scheduled principal installments to each Class payment of Term the Loans and then ratably L/C Borrowings and to Cash Collateralize the remaining installments of each Class of Term Loans then outstanding (provided that (iL/C Obligations in the manner set forth in SECTION 2.05(b) in such amounts as shall excuse the Borrower from making any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment"ASSET SALE OFFER".
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152008) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that so long as no Default then exists, no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 3.75:1.00.
(ii) If (1x) a Holdings, any Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (ff)(i), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rj) or (t)-(vm), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Holdings, such Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that (I) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the U.S. Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) and (II) the percentage of Net Cash Proceeds specified above shall instead be 75% if no Default then exists and the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 3.75 : 1.00;
(A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the U.S. Borrower, the U.S. Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its or its Restricted Subsidiaries’ business within (x) eighteen (18) months following receipt of such Net Cash Proceeds or (y) if the U.S. Borrower enters into a legally binding commitment to reinvest (including pursuant to a Restoration Certificate) such Net Cash Proceeds within eighteen (18) months following receipt thereof, within the later of (1) one hundred eighty (180) days of the date of such legally binding commitment and (2) eighteen (18) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the U.S. Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the U.S. Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of the Term Loans as set forth in this Section 2.05 within five (5) Business Days after the U.S. Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested.
(iii) If Holdings, any Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.;
(iv) Except with respect If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the U.S. Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans incurred and Swing Line Loans and/or Cash Collateralize the L/C Obligations in connection with any Refinancing Amendmentan aggregate amount equal to such excess; provided that the U.S. Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, Term Loan Extension Request or any Incremental Amendment such aggregate L/C Obligations exceeds the aggregate Revolving Credit Commitments then in effect.
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (Av) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments pro rata to each Class Tranche of Term Loans and then ratably to (based upon the remaining installments TL Repayment Percentages of each Class the various Tranches of outstanding Term Loans then outstanding (provided that (i) any Loans). Each prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall within each Tranche be applied solely in direct order of maturity to each applicable Class of Refinanced Debt repayments thereof required pursuant to Sections 2.07(a), (b) or (c); and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders of such Tranche in accordance with their respective Pro Rata Shares Shares, subject to clause (vi) of such prepaymentthis Section 2.05(b).
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent BV Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(vvi), in an amount equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152013) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 and, in the case of each of the immediately preceding clauses (1reduction), (2the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) and (3), to the extent during such prepayments are funded with Internally Generated Cashfiscal year.
(ii) (A) (A) If (1x) a Borrower the BV BorrowerSTBV or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (kj), (lm), (on), (p), (q), (r), (s), (t) or (t)-(vu), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a Borrower the BV BorrowerSTBV or any such Restricted Subsidiary of Net Cash Proceeds, the Parent BV Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(vvi), in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount NYDOCS01/1760806.13 equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) if, on or prior to such date, the date which is five (5) Business Days after BV Borrower shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(iii)(B) (which, except in the case of such prepayment.a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing);
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Sources: Credit Agreement (Sensata Technologies Holding PLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152017) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 5.50 to 1.00 and greater than or equal to 4.50 to 1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.50 to 1.00.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (ff)(A), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lm), (n), (o), (q), (r) or (t)-(vp), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all such Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth Administrative Agent of its intent to reinvest in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each no such prepayment shall be paid required under this Section 2.05(b)(ii)(A) if no Event of Default shall have occurred and be continuing and the Senior Secured Leverage Ratio is less than 3.25 to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment1.00.
Appears in 1 contract
Mandatory. The Borrower shall prepay the outstanding principal amount of the Loans and provide cash collateral to secure the Letter of Credit Obligations in the manner set forth in (f) below:
(i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in In an amount equal to (A) 100% of the Applicable ECF Percentage of Excess Net Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended Proceeds received by any Purchasing Borrower Loan Party to prepay from any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets Asset Sale (other than any Disposition (x) ordinary course exchanges of any property or assets permitted by Section 10.5(a)herein, (by) Asset Sales under Sections 6.8(a), (c), (d), and (e), and (fz) proceeds received and used contemporaneously with such receipt in accordance with Section 6.8(b), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or within one Business Day after receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to Cash Proceeds;
(xii) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, In an amount equal to 100% of such the Net Cash Proceeds received in connection with such Casualty Events; provided that (x) if by any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that Loan Party from any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Recovery Event within one Business Day after receipt of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.proceeds;
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in In an amount equal to 100% of all Net Cash Proceeds received therefrom on by any Loan Party from the issuance of any post-petition Debt (other than Debt permitted under Section 6.1) or prior Equity Interests (other than any issuance or sale of Equity Interests of a Subsidiary to the date which is five (5its parent entity or another Loan Party) by any Loan Party within one Business Days Day after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.; and
(iv) Except with respect In an amount equal to Loans incurred 100% of the Net Cash Proceeds resulting from the novation, amendment, restructuring, termination, liquidation or unwinding of any Hedging Arrangement (other than any Applicable Prepetition Hedging Arrangement) immediately upon receipt of such proceeds. Amounts required to be cash-collateralized under this Section 2.5 are in connection with addition to any Refinancing Amendmentother cash-collateral requirement hereunder, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in and no such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans other obligation shall be satisfied by deposits made pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment2.5(c).
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(vi), in an amount equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152013) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the AMERICAS/2023810287.1 2023810287.9 91 Credit Agreement extent of the amount of such payments and, in the case of each of the immediately preceding clauses (1reduction), (2the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) and (3), to the extent during such prepayments are funded with Internally Generated Cashfiscal year.
(ii) (A) If (1x) a Borrower STBV or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (kj), (lm), (on), (p), (q), (r), (s), (t) or (t)-(vu), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a Borrower STBV or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) aboveTerm Loans, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”Section 2.05(b)(vi), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Borrower shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which, except in the case of such prepayment.a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Sources: Credit Agreement (Sensata Technologies Holding PLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount Dollar 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152007) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.0 and greater than or equal to 3.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 3.0.
(ii) (A) If (1x) a Borrower Parent or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (fe), (g), (h), (im) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Parent or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount Dollar Amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent BV Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, ratably, in an amount equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152007) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 and, in the case of each of the immediately preceding clauses (1reduction), (2the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) and (3), to the extent during such prepayments are funded with Internally Generated Cashfiscal year.
(iiA) If (1x) a the BV Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rj) or (t)-(vm), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a the BV Borrower or any such Restricted Subsidiary of Net ProceedsCash Proceeds (other than Net Cash Proceeds from any Disposition permitted by Section 7.05(o) which shall be subject to Section 2.05(b)(i)(C) below), the Parent BV Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) aboveTerm Loans, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) aboveratably, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(i)(A) if, on or prior to such date, the BV Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(i)(B) (which, except in the case of a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing);
(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(i)(A) or, except as otherwise provided in Section 2.05(b)(i)(C), any Disposition permitted under Section 7.05(o)) or any Casualty Event, at the option of the BV Borrower, and with respect to a Disposition, so long as no Event of Default shall have occurred and be continuing, the BV Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds in assets useful for its business within (x) three hundred and sixty-five (365) days of the receipt of such Net Cash Proceeds or (y) if the BV Borrower or the relevant Restricted Subsidiary enters into a contract to reinvest such Net Cash Proceeds within three hundred and sixty-five (365) days of the receipt thereof, within one hundred and eighty (180) days of the date of such contract; provided that if any Net Cash Proceeds are not so reinvested within the applicable time periods set forth above in this Section 2.05(b)(i)(B) or 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 promptly applied to the prepayment of the Term Loans as set forth in this Section 2.05; and
(C) If the BV Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(o), the BV Borrower shall, within ten (10) Business Days after the realization of such Net Cash Proceeds, (x) first, cause to be prepaid an aggregate principal amount of Term Loans, ratably, in an amount sufficient to ensure that after giving pro forma effect to such Disposition, the Senior Secured Leverage Ratio shall not be greater than the Senior Secured Leverage Ratio of the Borrower Parties on a consolidated basis as of the end of the fiscal quarter of the BV Borrower immediately prior to such Disposition and (y) second, cause to be redeemed (or irrevocably deposit with the applicable trustee, or otherwise irrevocably deposit into escrow for the benefit of the holders thereof on terms reasonably acceptable to the Administrative Agent, an amount sufficient to redeem) a principal amount of the Senior Notes and the Senior Subordinated Notes, in accordance with, and to the extent permitted by, their terms, and thereafter, if necessary, cause to be ratably prepaid Term Loans, in an aggregate amount for all such redemptions and prepayments sufficient to ensure that after giving pro forma effect to such Disposition, the Leverage Ratio shall not be greater than the Leverage Ratio of the Borrower Parties on a consolidated basis as of the end of the fiscal quarter of the BV Borrower immediately prior to such Disposition. In the event that any Net Cash Proceeds in respect of any Disposition permitted by Section 7.05(o) remain following application of the foregoing sentence, such excess amount shall applied to prepay the Term Loans, ratably, in an aggregate amount equal to 100% of such remaining Net Cash Proceeds; provided that no prepayment of any such excess amount shall be required pursuant to this Section 2.05(b)(i)(C) if, on or prior to such date, (1) the BV Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such excess Net Cash Proceeds in accordance with Section 2.05(b)(i)(B) (which, except in the case of a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing) or (2) such excess Net Cash Proceeds have been applied to make Restricted Payments to the extent permitted by Section 7.06(i).
(ii) If for any reason the aggregate Outstanding Amount of the Revolving Credit Loans, the L/C Obligations and Swing Line Loans at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay Revolving Credit Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers 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 and Swing Line Loans such aggregate Outstanding Amount exceeds such aggregate Revolving Credit Commitments then in effect.
(iii) If the BV Borrower or any Restricted Subsidiary incurs or issues (A) any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 or (B) any Permitted Subordinated Indebtedness (other than Permitted Subordinated Indebtedness incurred in reliance on (1) Section 7.03(e) (except to the extent the applicable Permitted Acquisition is not consummated within 180 days of the incurrence or issuance thereof) or (2) any Permitted Refinancing), the BV Borrower shall cause to be prepaid an aggregate amount of Term Loans, ratably, in an amount equal to the Prepayment Percentage of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iv) Except with respect If the Parent or the BV Borrower issues any Equity Interests (other than, in each case to Loans incurred the extent otherwise permitted by this Agreement, (A) issuances of Equity Interests of the Parent or the BV Borrower to directors, officers and employees, including pursuant to employee stock plans, (B) issuances of Equity Interests of the BV Borrower to the Parent or any other Loan Party, (C) issuances of Equity Interests of the Parent or the BV Borrower to qualified officers and directors as required by law, (D) issuances of Equity Interests of the Parent or the BV Borrower in connection with any Refinancing AmendmentPermitted Acquisitions, Term Loan Extension Request (E) issuances of Equity Interests of the Parent to the Sponsor, (F) issuances of Equity Interests of the Parent or any Incremental Amendment the BV Borrower, the proceeds of which are applied towards prepayment of the Permitted Subordinated Indebtedness, in accordance with this Agreement, and (G) issuances of Equity Interests of the Parent, the proceeds of which are used to supplement or cure financial covenant compliance under Section 7.11 to the extent set forth permitted by this Agreement), the BV Borrower shall cause to be prepaid an aggregate amount of Term Loans, ratably, in an amount equal to the Prepayment Percentage of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowNet Cash Proceeds.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that (and for so long as) any of Excess Cash Flow or all the Net Cash Proceeds of any asset sale or other Disposition or any Casualty Event by a Restricted Subsidiary (other than a Borrower) giving rise to mandatory prepayment pursuant to Section 2.05(b)(i)(A) or Section 2.05(b)(i)(B) (each such Disposition and Casualty Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Law from being repatriated to the jurisdiction of organization of the Borrower that is the most direct parent company of such Restricted Subsidiary, the portion of such Excess Cash Flow or Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary so long as the applicable local Law will not permit such repatriation to the relevant Borrower (the BV Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by applicable local Law to permit such repatriation), and once such repatriation of any of such affected Excess Cash Flow or Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Excess Cash Flow or Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) and (B) to the extent that the BV Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow or Net Cash Proceeds of any Specified Asset Sale to the jurisdiction of organization of the Borrower that is the most direct parent company of the relevant Restricted Subsidiary would have a material adverse tax consequence with respect to such Excess Cash Flow or Net Cash Proceeds, the Excess Cash Flow or Net Cash Proceeds so affected may be retained by the applicable Restricted Subsidiary, provided that, in the case of this clause (B), on or before the date on which any Excess Cash Flow or Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b)(ii), the BV Borrower causes to be applied an amount equal to such Excess Cash Flow or Net Cash Proceeds to such prepayments as if such Excess Cash Flow or Net Cash Proceeds had been received by the relevant Borrower rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Excess Cash Flow or Net Cash Proceeds had been so repatriated (or, if less, the Excess Cash Flow or Net Cash Proceeds that would be calculated if received by such Restricted Subsidiary) in satisfaction of such prepayment requirement.
(vi) Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied applied, first, in direct order of maturities, to any principal repayment installments of such Term Loans that are due within twenty-four (24) months after the date of such prepayment and second, on a pro-rata basis, to the next eight succeeding scheduled other principal installments to each Class of Term Loans and then ratably to the remaining repayment installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental such Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans ; and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Share (prior to giving effect to any rejection by any Term Lender of any such prepayment pursuant to clause (viii) below), subject to clause (viii) of this Section 2.05(b).
(vii) The BV Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii), (iv) and (v) of this Section 2.05(b) at least three (3) 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 any such prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Any Term Lender (a “Declining Lender”, and any Term Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice that any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to clauses (i) (other than clause (A) thereof to the extent than less than 100% of the Net Cash Proceeds from any Disposition referred to therein are required to make such prepayment), (ii), (iv) and (v) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall instead be retained by the relevant Borrower.
Appears in 1 contract
Sources: Credit Agreement (Sensata Technologies Holland, B.V.)
Mandatory. With respect to (i) Within five any sale, lease, transfer or --------- other disposition of any property or asset of the Borrower or any of its Subsidiaries (5other than any sale, lease, transfer or other disposition of any such property or asset as set forth in Sections 5.02(d)(i) and (d)(iii) (each an "Asset Disposition", and collectively, "Asset Dispositions")), (ii) any Equity Issuance, (iii) any Debt Issuance, (iv) any Extraordinary Receipt, or (v) any Excess Cash Flow, the Borrower shall, (w) within fifteen (15) days after receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such Asset Disposition or Extraordinary Receipt, as the case may be, or, (x) with respect to an Equity Issuance, within two (2) Business Days after financial statements have the requirement set forth in clause (e) of the definition of "Equity Issuance" pertaining to the application thereof to the applicable Permitted Acquisition Purchase Price has not been delivered pursuant met, or (y) with respect to Section 9.5(aany Debt Issuance, within two (2) and Business Days of receipt by the related Compliance Certificate has been deliveredBorrower of the Net Cash Proceeds therefrom, in any case prepay or repay, as the case may be (without premium or penalty), the Parent Borrower shall cause to be prepaid an aggregate amount of Loans then outstanding Advances in an amount equal to (Aw) the Applicable ECF Percentage one hundred percent (100%) of Excess such Net Cash Flow, if any, for the Excess Cash Flow Period covered by Proceeds resulting from such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a)Asset Disposition or Extraordinary Receipt, (2x) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(cseventy five percent (75%) or Section 14.7(h)of such Net Cash Proceeds resulting from such Equity Issuance, (y) one hundred percent (100%) of such Net Cash Proceeds resulting from such Debt Issuance, and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (xz) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms ratio of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Consolidated Senior Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis Pro Forma EBITDA, as computed in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”Section 5.04(b), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated is greater than or equal 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 thereof2.50:1.00, 75%, and if such ratio is less than 2.50:1.00, 50%. Each prepayment or repayment, as the remaining amountcase may be, 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 made pursuant to this Section 2.3(b)(ii2.06(b) shall be reduced accordingly; provided, further, that subject to the extent the holders provisions of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount Section 8.04(c) and 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 a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated clause (c) below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Sources: Credit Agreement (Unidigital Inc)
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending on or about December 31, 20152023) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.3(a2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aS▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇), (▇) (except to the extent the Disposition such property is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lMortgage), (o), (p), (q), (r) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the 100%the Applicable Disposition Asset Sale Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof Indebtedness that is secured on a pari passu basis with the Obligations) Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release RestatementAmendment No. 5 Effective Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five six (56) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iv) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and On any date on which the related Compliance Certificate has been deliveredoutstanding principal amount of the Revolving Advances plus the Letter of Credit Exposure plus the outstanding principal amount of the Swingline Advances exceeds the aggregate Revolving Commitments, the Parent Borrower shall cause Company agrees to be prepaid an aggregate make a mandatory prepayment of the Revolving Advances in the amount of Loans in such excess.
(ii) The Company shall prepay the Term Advances by an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended required by Section 6.03(b)(iii) from the sale of any Purchasing Borrower Party assets permitted by Section 6.03 (other than sales of assets from the Company to prepay any Loans pursuant to Section 2.3(c) of its Subsidiaries or Section 14.7(h), and (3) all voluntary prepayments from any of loans under the ABL Facility during such Fiscal Year its Subsidiaries to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each Company or another Subsidiary of the immediately preceding clauses (1), (2) and (3Company), to the extent such prepayments amounts are funded not reinvested in accordance with Internally Generated Cash.
Section 6.03, on the 185th day after receipt of such amount and (2) 100% of the Net Cash Proceeds the Company or any of its Subsidiaries receives from an insurance policy or condemnation award in connection with a Casualty Event occurring when an Event of Default has occurred and is continuing or in connection with a Total Loss or a Material Partial Loss for which the insurance proceeds or condemnation proceeds are not reinvested in replacement assets of comparable value and utility within six months after receipt of such insurance proceeds, on the 185th day after receipt of such Net Cash Proceeds, (B) 100% of the Net Cash Proceeds of the Hercules Title XI Issue upon receipt thereof, (C) (i) 100% of the Net Cash Proceeds of any Equity Issuance in excess of $50,000,000.00 upon the receipt thereof, and (ii) If (1) a Borrower or any Restricted Subsidiary 100% of a Borrower Disposes the Net Cash Proceeds up to $50,000,000.00 of any property or Equity Issuance not invested in assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results used in the realization Company's or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid its Subsidiaries' business on or prior to before the date which is ten (10) Business Days 60th day after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal Cash Proceeds, and (D) unless the Company's Leverage Ratio is less than 2.5 to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition 1.0 as of the Equity Interests in or assets end of Casa Ley and (y) in the case of Casualty Events described in clause (2) abovesuch fiscal year, an amount equal to 10075% of such Net Proceeds received in connection with such Casualty Events; provided that the Excess Cash Flow for each fiscal year (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu commencing with the Liens securing the Obligations pursuant fiscal year ending December 31, 2000), prior to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms April 30 of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofsubsequent fiscal year.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.07(c) shall be applied accompanied by accrued interest on the amount prepaid to the next eight succeeding scheduled principal installments to each Class date of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall and amounts, if any, required to be paid pursuant to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.08 as a result of such prepaymentprepayment being made on such date.
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Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Company shall cause to be prepaid an aggregate amount Dollar Amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152006) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 5.00:1.
(iib) (i) If (1x) a Borrower Holdings, the Company or any of Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) or (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionj), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Holdings, the Company or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount Dollar Amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom 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 Company shall have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
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Sources: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Company shall cause to be prepaid an aggregate amount Dollar Amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152005) minus (B) the sum of (1) all any voluntary prepayments of Term Loans during such Fiscal Year pursuant fiscal year; provided that such percentage shall be reduced to Section 2.3(a), (2x) 25% if the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments Consolidated Adjusted Leverage Ratio as of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each last day of the immediately preceding clauses (1), (2) fiscal year was less than 5.50:1 and (3), to y) 0% if the extent such prepayments are funded with Internally Generated CashConsolidated Adjusted Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 5.0:1.
(ii) (A) If (1x) a Borrower Holdings, the Company or any of its Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary that is not a Loan Party to a Loan Party), (e), (f) (to the extent the property subject to the sale-leaseback transaction is acquired by the Company or any Restricted Subsidiary after the Closing Date and such sale-leaseback transaction is effected within two hundred and seventy (270) days after such acquisition thereof), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), j) or (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Holdings, the Company or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount Dollar Amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Company shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest all or such Restricted Subsidiary a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which election may only be made if no Event of such prepayment.Default has occurred and is then continuing);
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower Borrowers shall cause offer to be prepaid prepay, subject to clauses (b)(vi) and (c) of this Section 2.05, an aggregate principal amount of Term Loans in an amount (on a pro rata basis based on the Dollar Amount thereof) 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 28, 20152013) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), (22.05(a)(i) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), during such fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent that the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent that such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Senior Secured Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.5 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Senior Secured Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0 to 1.0.
(ii) (A) If (11)(x) a the Parent Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition to a Loan Party), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lm), (o), (q), (rn) or (t)-(vp), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of Net ProceedsCash Proceeds and (2) the Senior Secured Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event is greater than 3.0 to 1.0 (calculated on a Pro Forma Basis), the Parent Borrower shall, subject Borrowers shall offer to the terms of the Intercreditor Agreements, 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 by a Borrower or any Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clauses (b)(v), (b)(vi) and (c) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to (xon a pro rata basis based on the Dollar Amount thereof) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that the Disposition Prepayment Percentage shall be 75% if the Senior Secured Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than or equal to 3.0 to 1.0; provided, further, that (I) no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds received that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in connection accordance with Section 2.05(b)(ii)(B) and (II) the Parent Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted First Priority Refinancing Debt to the extent any document governing such Permitted First Priority Refinancing Debt requires the Parent Borrower to prepay or make an offer to purchase such Permitted First Priority Refinancing Debt with such Casualty Events; provided that Net Cash Proceeds, in each case in an amount not to exceed the product of (xX) if any Incremental Equivalent the amount of such Net Cash Proceeds and (Y) a fraction, the numerator of which is the outstanding principal amount of the Permitted First Priority Refinancing Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens a Lien on the Collateral ranking pari passu with the Liens securing the Obligations pursuant and with respect to which such a requirement to prepay or make an offer to purchase exists and the Intercreditor Agreements, then denominator of which is the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms sum of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective outstanding principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms amount of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then and the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Sources: Credit Agreement (WP Prism Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements and the related Compliance Certificate have been delivered pursuant to Section 9.5(a) and 5.2(a), commencing with the related Compliance Certificate has been delivereddelivery of such items for the fiscal year of the Parent Guarantor ending on or about December 31, 2008, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) the Applicable ECF Excess Cash Flow Percentage of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus over (B) the sum aggregate principal amount of (1) all voluntary prepayments of Term Loans during such Fiscal Year prepaid pursuant to Section 2.3(a2.5(a)(i) and Section 2.5(b)(iii), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(hiv), and (3v) all voluntary (such prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, be applied as set forth in the case of each of the immediately preceding clauses (1), (2vi) and (3ix) below), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower the Parent Guarantor or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (A) permitted by Section 10.5(aclause (i), (biii), (cv), (evi), (fvii), (gviii), (hix), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionx), (kxii), (lxiii), (o), (q), (r) or (t)-(v), (x)-(aa)xiv), or (2xv) any Casualty Event occurs, of the definition of “Permitted Disposition”) or (B) made in connection with the Sale-Leaseback) which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds, subject, however, to the limitations provided herein below, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds received realized under a Disposition described in connection with this Section 2.5(b)(ii), at the election of the Borrower (as notified by the Borrower to the Term Administrative Agent, in the case of any Disposition of Term Collateral, and to the Revolving Administrative Agent, in the case of any Disposition of Revolving Collateral, promptly following the date of such Casualty Events; provided that Disposition), and so long as no Default under Section 6.1(a) or Section 6.1(h) or Event of Default shall have occurred and be continuing, the Parent Guarantor or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Parent Guarantor and its Subsidiaries so long as (x) if any Incremental Equivalent Debt within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been issued consummated (as certified by the Borrower in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant writing to the Intercreditor Agreementsapplicable Administrative Agent), then (y) all such proceeds of Term Collateral are reinvested in real property that will constitute Term Collateral and the Parent Borrower may cause Loans applicable Person takes all actions required by Section 5.19 with respect thereto and (z) all such proceeds of Revolving Collateral (other than Revolving Collateral that is also Term Collateral, which shall be subject to be prepaid and, to the extent required pursuant to clause (y) above and the terms of the documentation governing Intercreditor Agreement) are reinvested in operating assets used or useful in the business of the Parent Guarantor and its Subsidiaries; 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 2.5(b)(ii), and provided, further, that in the case of any Disposition of any real property that is Collateral, the amount of Net Cash Proceeds thereof subject to application pursuant to this Section 2.5(b)(ii) shall be limited as follows: (A) in the case of any Disposition of any Eligible Real Property, the amount of the Revolving Loan Borrowing Base attributable to such Incremental Equivalent DebtEligible Real Property and (B) in the case of any Disposition of any real property that is Term Collateral, cause an amount equal to the product of (w) the value of such Incremental Equivalent Debt real property as set forth in the appraisals delivered pursuant to be purchased Section 3.1(n), times (at a purchase price no greater than par plus accrued and unpaid interestx) the loan to value percentage of the real estate securing the Term Facility as determined as of the Closing Date by the Term Administrative Agent based on a pro rata basis in accordance with the respective principal amounts thereof and such appraisals, times, (y) if at the time that any such prepayment would be requireda fraction, the Parent Borrower numerator of which is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, Facility and the remaining amount, if any, denominator of such net proceeds shall be allocated to which is the Term Loans in accordance with the terms hereof) to the prepayment original principal amount of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(iiFacility times (z) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof115%.
(iii) If a Borrower Upon the sale or issuance by the Parent Guarantor of any Restricted Subsidiary incurs of its Equity Interests, or issues any Indebtedness after other equity contribution to the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing IndebtednessParent Guarantor, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y)if, that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition date of such Material Real Property and (C) Indebtedness sale or issuance the proceeds pro forma Consolidated Senior Secured Leverage Ratio of which are used by a Real Estate Subsidiary the Parent Guarantor is equal to pay the purchase price or greater than 1.50 to 1.00, the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent Guarantor (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iv) Upon the incurrence or issuance by the Parent Guarantor or any of its Subsidiaries of any Debt (other than Debt permitted under clauses (a)-(c) and (e)-(k) of the definition of “Permitted Debt”), 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 Parent Guarantor or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Parent Guarantor or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.5(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent Guarantor 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 Borrower (as notified by the Borrower to the Term Administrative Agent, in the case of any such proceeds or payments with respect to Term Collateral, and to the Revolving Administrative Agent, in the case of any such proceeds or payments with respect to Revolving Collateral, on or prior to the date which is five (5of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 6.1(a) Business Days or Section 6.1(h) or Event of Default shall have occurred and be continuing, the Parent Guarantor or such Subsidiary may apply within 365 days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceedscash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received so long as (y) all such proceeds of Term Collateral that are applied to acquire replacement assets are reinvested in real property that will constitute Term Collateral and the applicable Person takes all actions required by Section 5.19 with respect thereto and (z) all such proceeds of Revolving Collateral (other than Revolving Collateral that is also Term Collateral, which shall be subject to clause (y) above and the terms of the Intercreditor Agreement) that are applied to acquire replacement assets are reinvested in applicable assets that will constitute Revolving Collateral and the applicable Person takes all actions required by Section 5.19 with respect thereto; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.5(b)(v).
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.5(b)(i), (iii) or (iv) Except shall be applied, first, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.5(b). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.5(b)(ii) or (v) shall be applied as follows: (y) proceeds of Dispositions of, or Extraordinary Receipts with respect to Loans incurred in connection with any Refinancing Amendmentto, Term Loan Extension Request Collateral shall be applied, first, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.5(b) and (z) proceeds of Dispositions of, or Extraordinary Receipts with respect to, Revolving Collateral shall be applied, first, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.5(b) and second, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis.
(vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.5(b), so long as no Default under Section 6.1(a) or Section 6.1(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.5(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.5(b) to be applied to prepay Loans exceeds $5,000,000 (after giving effect to any reinvestment of Net Cash Proceeds in accordance with this Section 2.5(b)). During such deferral period the Borrower may apply all or any Incremental Amendment part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article III, reborrow such amounts (which amounts, to the extent set forth in such Refinancing Amendmentoriginally constituting Net Cash Proceeds, Term Loan Extension Request shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.5(b). Upon the occurrence of a Default under Section 6.1(a) or Incremental Amendment as contemplated belowSection 6.1(h), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.5(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied or reinvested.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) each prepayment the Revolving Loan Borrowing Base and (B) 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.
(ix) Prepayments of Term Loans the Revolving Credit Facility made pursuant to this Section 2.3(b) 2.5(b), first, shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with L/C Borrowings and the Net Proceeds of Credit Agreement Refinancing Indebtedness Swing Line Loans, second, shall be applied solely ratably to each applicable Class the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of Refinanced Debt and prepayments of the Revolving Credit Facility required pursuant to clause (ii) any Class or (v) of Incremental Term Loansthis Section 2.5(b), Extended Term the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans or Other Term and Revolving Credit Loans may specify that one or more other Classes outstanding at such time and the Cash Collateralization of Loans the remaining L/C Obligations in full may be prepaid prior to such Class retained by the Borrower for use in the ordinary course of Incremental Term Loansits business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, Extended Term Loans or Other Term Loans and (B) each such prepayment the funds held as Cash Collateral shall be paid applied (without any further action by or notice to or from the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentBorrower or any other Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. With respect to (i) Within five any sale, lease, transfer or other disposition of any property or asset of the Borrower or any of its Subsidiaries (5other than any sale, lease, transfer or other disposition of any such property or asset as set forth in Section 5.02(e)(i) and (e)(iii) (each an "ASSET DISPOSITION", and collectively, "ASSET DISPOSITIONS")), (ii) any Equity Issuance, (iii) any Debt Issuance, (iv) any Extraordinary Receipt, or (v) any Excess Cash Flow, the Borrower shall, (w) within fifteen (15) days after receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such Asset Disposition or Extraordinary Receipt, as the case may be, or, (x) with respect to an Equity Issuance, within two (2) Business Days after financial statements have the requirement set forth in clause (e) of the definition of "Equity Issuance" pertaining to the application thereof to the applicable Permitted Acquisition Purchase Price has not been delivered pursuant met, (y) with respect to Section 9.5(aany Debt Issuance, within two (2) and Business Days of receipt by the related Compliance Certificate has been deliveredBorrower of the Net Cash Proceeds therefrom, or (z) with respect to any Excess Cash Flow, within 105 days after the end of the Fiscal Year for which such Excess Cash Flow was calculated, in any case prepay or repay, as the case may be (without premium or penalty), the Parent Borrower shall cause to be prepaid an aggregate amount of Loans then outstanding Advances in an amount equal to (Aw) the Applicable ECF Percentage one hundred percent (100%) of Excess such Net Cash Flow, if any, for the Excess Cash Flow Period covered by Proceeds resulting from such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a)Asset Disposition or Extraordinary Receipt, (2x) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(cfifty percent (50%) or Section 14.7(h)of such Net Cash Proceeds resulting from such Equity Issuance, (y) one hundred percent (100%) of such Net Cash Proceeds resulting from such Debt Issuance, and (3z) all voluntary prepayments if the ratio of loans under 37 44 Consolidated Senior Debt to EBITDA, as computed in accordance with Section 5.04(b), is greater than or equal to 2.50:1.00, 75%, and if such ratio is less than 2.50:1.00, 50%; provided, however, that in the ABL Facility during such Fiscal Year event the Net Cash Proceeds from any Asset Disposition are less than $1,000,000, the provisions of this Section 2.06(b) shall not be applicable thereto. Each prepayment or repayment, as the case may be, made pursuant to this Section 2.06(b) shall be subject to the extent provisions of Section 8.04(c) and shall be applied as set forth in clause (c) below. Notwithstanding anything to the commitments under the ABL Facility are permanently reduced by the amount of such payments andcontrary contained in this Section 2.06(b) and in Section 2.06(c), in the case of each with respect to any Equity Issuance of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net ProceedsRepurchased Shares, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten within two (102) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of its Subsidiaries of the Net Cash Proceeds from such Net Proceeds an aggregate principal amount of Loans Equity Issuance, prepay or repay, as the case may be (without premium or penalty), the then outstanding Revolving Credit Advances in an amount equal to one hundred percent (x100%) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
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 9.5(a) and The Borrower shall, on the related Compliance Certificate has been delivered, date of receipt of the Parent Borrower shall cause to be prepaid an aggregate amount Net Cash Proceeds by any Loan Party or any Subsidiary of Loans in an amount equal to any Loan Party from (A) the Applicable ECF Percentage sale, lease, transfer or other disposition of Excess Cash Flowany assets (other than sales of (x) Inventory or (y) equipment which, if anyin the good faith opinion of the Borrower, for is obsolete, each in the Excess Cash Flow Period covered by ordinary course of business and consistent with past practices) of such financial statements (commencing with the Fiscal Year ending February 26Loan Party or such Subsidiary, 2015) minus (B) the sum incurrence or issuance by such Loan Party or such Subsidiary of any Debt (1) all voluntary prepayments of Loans during such Fiscal Year other than Debt incurred or issued pursuant to Section 2.3(a5.02(b)), or (2C) any Extraordinary Receipt received by or paid to or for the amount expended by any Purchasing Borrower account of such Loan Party to prepay any Loans pursuant to Section 2.3(cor such Subsidiary and not otherwise included in clause (A) or Section 14.7(h)(B) above, prepay an aggregate principal amount of the Revolving Credit Advances equal to, in the case of clause (A) and (3C) all voluntary prepayments above, 100% of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments Net Cash Proceeds and, in the case of each of the immediately preceding clauses Clause (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1B) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 10050% of such Net Cash Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to permanently reduce the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Revolving Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing AmendmentSection 2.05(b)(iii); provided, Term Loan Extension Request or Incremental Amendment however, that so long as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment no Default or Event of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Default then exists and (ii) any Class the Senior Leverage Ratio of Incremental Term Loansthe Borrower and its Subsidiaries for the twelve month period then most recently ended is less than 2.0x, Extended Term Loans or Other Term Loans may specify that one or more other Classes the percentage of Loans may be prepaid prior to Net Cash Proceeds used for such Class prepayment from issuances of Incremental Term Loans, Extended Term Loans or Other Term Loans and debt described under clause (B) above shall be reduced to zero.
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any Subsidiary of any Loan Party from the sale or issuance by any Loan Party or any Subsidiary of any Loan Party of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest received by or paid to or for the account of such Loan Party or such Subsidiary and not otherwise included herein (other than capital stock of the Borrower issued in connection with a Permitted Acquisition or stock options granted to management of the Borrower and permitted under this Agreement to acquire capital stock of the Borrower), prepay an aggregate principal amount of the Revolving Credit Advances equal to the amount of such Net Cash Proceeds and to permanently reduce the Revolving Credit Facility to the extent set forth in Section 2.05(b)(iii).
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, and the Letter of Credit Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Revolving Credit Facility. Each such prepayment shall be paid applied as set forth in Section 2.06(c).
(iv) The Borrower shall, on each Business Day, pay to the applicable Lenders Agent for deposit in accordance the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) All prepayments under this Section 2.06(b) shall be made together with their respective Pro Rata Shares accrued interest to the date of such prepaymentprepayment on the principal amount prepaid.
Appears in 1 contract
Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Term Advances comprising part of the same Term Borrowings equal to (5A) to the extent the aggregate Commitments (whether used or unused) on the last day of such Fiscal Year equal or exceed $500,000,000, 50% of the amount of Excess Cash Flow for such Fiscal Year and (B) upon the reduction of the aggregate Commitments (whether used or unused) on the last day of such Fiscal Year to any amount less than $500,000,000, 25% of the amount of Excess Cash Flow for such Fiscal Year.
(ii) The Borrower shall, within 3 Business Days after financial statements have been delivered of the date of receipt (or such later date as may be specified in Section 5.02(e)) of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (iv), (vi) or (vii) of Section 9.5(a5.02(e)), (B) the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause ((i)(A) through (E), (ii)(A) and (B), (iii)(A) through (D) or (iv)(A) and (B)) of Section 5.02(b)), (C) any Extraordinary Receipt received by or paid to or for the related Compliance Certificate has been deliveredaccount of the Borrower or any of its Restricted Subsidiaries and not otherwise included in clause (A) or (B) above or subsection (iii) below, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans the Term Advances comprising part of the same Term Borrowings equal to 100% of such Net Cash Proceeds.
(iii) The Borrower shall, within 2 Business Days of the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from the issuance by the Borrower or any of its Restricted Subsidiaries of any Equity Interests, prepay an aggregate principal amount of the Term Advances comprising part of the same Term Borrowings in an amount equal to (A) if the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by Senior Debt Ratio at such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) time is greater than or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above1.0:1.0, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 10050% of such Net Cash Proceeds received in connection with such Casualty Events; provided that and (xB) if any Incremental Equivalent the Senior Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness Ratio at such time; provided that the portion time is less than 1.0:1.0, 0% of such Net Cash Proceeds, provided, however, that for the purposes of calculating clause (iii)(A) above, the Borrower shall be permitted to exclude an amount (the "EXCLUDED AMOUNT") from the Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required issuances of Equity Interests to be allocated used to the Other Applicable Indebtedness fund Investments made or to be made pursuant to Section 5.02(f)(i) and (viii) ("PERMITTED INVESTMENTS") of up to (1) if the terms thereofSenior Debt Ratio is greater than 1.5:1.0 on such date of receipt, $50,000,000 in each Fiscal Year but not more than $200,000,000 on a cumulative basis while the Loan Documents are in effect and (2) if the remaining amountSenior Debt Ratio is equal to or less than 1.5:1.0, if any$200,000,000 on a cumulative basis while the Loan Documents are in effect, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, provided further that to the extent any such Excluded Amount is not used within 90 days of the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date receipt of such rejection) Net Cash Proceeds to fund Permitted Investments, 50% of such unused Excluded Amount shall be applied to prepay the Term Loans in accordance with Advances comprising part of the terms hereofsame Term Borrowings.
(iiiiv) If a The Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtednessshall, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y)on each Business Day, that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to 100% the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Net Proceeds received therefrom Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value of Eligible Collateral on or prior to the date which is five (5) such Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net ProceedsDay.
(ivv) Except with respect to Loans incurred in connection with any Refinancing AmendmentThe Borrower shall, Term Loan Extension Request or any Incremental Amendment (on each Business Day, pay to the extent set forth Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Account to equal the amount by which the aggregate Available Amount of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class all Letters of Term Loans and then ratably to the remaining installments of each Class of Term Loans Credit then outstanding (provided that (i) any prepayment of Term Loans with exceeds the Net Proceeds Letter of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to Facility on such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentBusiness Day.
Appears in 1 contract
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year fiscal year pursuant to Section 2.3(a), (22.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.3(c2.05(c) or Section 14.7(h), 10.07(k) and (32) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans and Swing Line Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness.
(ii) If (1) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇)(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o), (q), (r▇) or (t)-(v), (x)-(aa)q), or (2) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject shall cause to the terms of the Intercreditor Agreements, cause be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt Permitted Notes have been issued in compliance with Sections 10.1 Section 7.01 and 10.3 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor AgreementsAgreement, then the Parent Borrower may cause Loans to be prepaid andmay, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent DebtPermitted Notes, cause prepay Term Loans and purchase such Incremental Equivalent Debt to be purchased Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a the Borrower or any Restricted Subsidiary (A) incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended pursuant to be Credit Agreement Refinancing Indebtedness, Section 7.03(s)(iii) or (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 7.03, or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which if any Refinancing Term Loans are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)borrowed, the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom therefrom, in the case of Clause (A) on or prior to the date which is five six (56) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net ProceedsProceeds and, in the case of clause (B), on the date of such incurrence.
(iv) Except with respect 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 incurred and Swing Line Loans and/or Cash Collateralize the L/C Obligations in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (Av) each Each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and 2.05(b)(i), (ii) or (iii) shall (except to the extent that any Class of Incremental Amendment, Term Loan Extension Amendment or Refinancing Term Loan Amendment provides that the Incremental Term Loans, Extended Term Loans or Other Refinancing Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such established thereby shall participate on a less than pro rata basis with any existing Class of Incremental Term Loans, Extended ) be applied pro rata to each Class of Term Loans or Other Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Shares, subject to clause (vi) of this Section 2.05(b.
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Company shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152006 and excluding the fiscal year ended December 31, 2014) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 5.00:1.
(ii) (A) If (1x) a Borrower Holdings, the Company or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rj) or (t)-(v), (x)-(aan)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Borrower Holdings, the Company or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that, except with respect to a Disposition pursuant to Section 7.05(o), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Company shall have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(vi), in an amount equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152013) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 and, in the case of each of the immediately preceding clauses (1reduction), (2the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) and (3), to the extent during such prepayments are funded with Internally Generated Cashfiscal year.
(iii) (A) If (1x) a Borrower STBV or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (kj), (lm), (on), (p), (q), (r), (s), (t) or (t)-(vu), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a Borrower STBV or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) aboveTerm Loans, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”Section 2.05(b)(vi), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Borrower shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which, except in the case of such prepayment.a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Sources: Credit Agreement (Sensata Technologies Holding PLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.3(a), 2.05(a)(v) during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇) (except to the extent the Disposition such property is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lMortgage), (o), (qp), (rq) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, (I) to the Parent extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Facility Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Facility Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Facility Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of Senior Secured Debt Obligations of the ABL Secured Parties (each such term as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii).
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2014) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent 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 (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year 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 2.3(a), 2.05(a)(v) during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05 (a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (rs) or (t)-(v), (x)-(aat)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be 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 such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), ) (g), (h), (i) (to i)(to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m), (o), (q), (r) or (t)-(v), (x)-(aat)), or (2) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor AgreementsAgreement, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause clause
(1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt any Indebtedness (or any Permitted Refinancing thereof other than the Term Loans) that is secured on a by Liens ranking pari passu basis with the Obligations) Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) other Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v10.3(u) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v10.3(u), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Closing Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (iib)(ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Term Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
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Mandatory. (i) Within five (5) Business Days after Commencing for the 1999 Fiscal Year, the Borrower shall, no later than the 30th day following the date on which it delivers the financial statements have been delivered pursuant referred to in Section 9.5(a5.03(c) and (but in any event within 120 days after the related Compliance Certificate has been deliveredend of each Fiscal Year), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount the Advances comprising part of the same Borrowings equal to 50% of the amount of Excess Cash Flow for such Fiscal Year. Each such prepayment of any Advances shall be applied as set forth in Section 2.06(b)(ii).
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of their Subsidiaries from (A) the Applicable ECF Percentage sale, lease, transfer or other disposition of Excess Cash Flowany assets of such Loan Party or any of its Subsidiaries (other than any sale, if anylease, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26transfer or other disposition of assets pursuant to Section 5.02(e)), 2015) minus (B) the sum incurrence or issuance by such Loan Party or any of its Subsidiaries of any Debt (1) all voluntary prepayments of Loans during such Fiscal Year other than Debt issued or incurred pursuant to Section 2.3(a5.02(b)), (2C) the amount expended sale or issuance by such Loan Party or any Purchasing Borrower Party of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to prepay acquire capital stock or other ownership or profit interest (other than any Loans issuance by Universal pursuant to Section 2.3(c5.02(g)(iv)), or (D) any Extraordinary Receipt received by or paid to or for the account of such Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (B) or Section 14.7(h)(C) above, and (3) all voluntary prepayments prepay an aggregate principal amount of loans under the ABL Facility during such Fiscal Year Advances comprising part of the same Borrowings equal to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments Net Cash Proceeds. Each such prepayment of any Advances shall be applied as follows: first, subject to Section 2.06(c), ratably to the Term Facilities and ratably to the remaining principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the Working Capital Facility as set forth in clause (v) below.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings, the Swing Line Advances and the Letter of Credit Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances, (y) the Swing Line Advances and (z) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Working Capital Facility and the Loan Value of Eligible Collateral on such Business Day (as determined based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder).
(iv) The Borrower shall, on each Business Day, pay to the 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 amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments of the Working Capital Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.06(b) shall be applied first to prepay Swing Line Advances and Letter of Credit Advances then outstanding until such Advances are paid in full, and second to prepay Working Capital 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% of the Available Amount of the Letters of Credit then outstanding; and, in the case of each prepayments of the immediately preceding Working Capital Facility required pursuant to clause (i) or (ii) above, the amount remaining (if any) after the prepayment in full of the Working Capital Advances then outstanding and the 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 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 Issuing Bank or Working Capital Lenders, as applicable.
(vi) Notwithstanding any of the other provisions of this Section 2.06(b), so long as no Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Advances is required to be made under clauses (1i), (2ii) and or (3iii) of this Section 2.06(b) on any day other than on the last day of the Interest Period therefor, the Borrower may in its sole discretion (but shall not be required to), deposit the amount of any such prepayment otherwise required to be made hereunder in a cash collateral account (the extent "CASH COLLATERAL ACCOUNT") of the Borrower maintained with the Agent, until the last day of such prepayments are funded with Internally Generated CashInterest Period, at which time the Agent shall be authorized (without any further action by the Borrower) to apply such prepayment as set forth in such relevant clauses (i), (ii) or (iii) of this Section 2.06(b).
(iivii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to All prepayments under this Section 2.3(b)(ii2.06(b) shall be reduced accordingly; provided, further, that made together with accrued interest to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay prepayment on the Term Loans in accordance with principal amount prepaid. In the terms hereof.
(iii) If a Borrower or case of any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended prepayment of Eurodollar Rate Advances required to be Credit Agreement Refinancing Indebtednessmade under this Section 2.06(b) and not provided for in clause (vi) above, (y) that is not otherwise permitted to be incurred the Borrower shall also pay any amounts owing in respect of such Eurodollar Rate Advances pursuant to Section 10.3 or (z) notwithstanding clause (y8.04(c), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated CashBorrower's 2004 fiscal year.
(ii) If (1) a Borrower any Loan Party or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any of its capital stock or other Equity Interests or property or assets permitted by Section 10.5(a7.05(a), (b), (c), (e), (f), (g), d) or (h), (i) (to which in the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which aggregate results in the realization by any Loan Party or receipt by a Borrower or any Restricted such Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms Cash Proceeds (determined as of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Disposition, provided such Net Cash Proceeds are then received by or paid for the account of any Loan Party or such Subsidiary) the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary; provided, however, that (1) any Disposition (or series of related Dispositions) of property or assets of the Borrower or any of its Subsidiaries that results in the realization of Net Cash Proceeds in an amount equal to $50,000 or less, shall not be subject to the foregoing prepayment requirement; (2) any Net Cash Proceeds received by the Borrower on or prior before March 31, 2004 from the Disposition of the Michigan Cemetery Notes shall not be subject to the date foregoing prepayment requirement; (3) with respect to any Net Cash Proceeds realized (x) under a Disposition described in this Section 2.05(b)(ii) or (y) from proceeds of insurance and condemnation awards described in Section 2.05(b)(v), so long as no Default shall have occurred and be continuing, the Borrower or applicable Subsidiary may, subject to the dollar limits set forth below, within 270 days following the receipt of such Net Cash Proceeds (A) reinvest all or any portion of such Net Cash Proceeds in operating assets or (B) enter into a definitive agreement for the reinvestment of such assets which is five agreement shall have been consummated within 360 days following receipt of such Net Cash Proceeds; (4) up to $10,000,000 of Net Cash Proceeds in the aggregate in any fiscal year but not to exceed $35,000,000 of Net Cash Proceeds in the aggregate realized under Dispositions described in this Section 2.05(b)(ii) (other than Net Cash Proceeds from the sale of Security Plan Life) may be reinvested in Capital Expenditures as set forth in Section 7.12 and shall be excluded from the prepayment requirements under this Section 2.05(b)(ii) to the extent reinvested in Capital Expenditures; and (5) Business Days Net Cash Proceeds from the sale of Security Plan Life in an amount not to exceed the lesser of $25,000,000 or 40% of such Net Cash Proceeds may be used solely to recapitalize Mayflower National. The Borrower shall have been deemed to have elected to reinvest all Net Cash Proceeds not falling within clauses (1), (2), (4) or (5) of this Section 2.05(b)(ii) in accordance with clause (3) of this Section 2.05(b)(ii) unless the Borrower notifies the Administrative Agent to the contrary in the next quarterly Compliance Certificate delivered Alderwoods Credit Agreement by the Borrower pursuant to Section 6.02(b) after the receipt of such Net Cash Proceeds, and each Compliance Certificate shall include (x) a list of all Net Cash Proceeds so reinvested during the previous fiscal quarter and (y) all definitive agreements for the reinvestment of such assets entered into by such the Borrower or such Restricted Subsidiary during the previous fiscal quarter.
(iii) Upon the sale by any Loan Party or any of its Subsidiaries of any of its capital stock or other Equity Interests, other than (A) the sale of capital stock or other Equity Interests of a Subsidiary of a Loan Party to any Loan Party or (B) the sale of capital stock or other Equity Interests of a non-Guarantor to a Subsidiary of a Loan Party that is a non-Guarantor (in each case, to the extent not prohibited by Sections 7.03, 7.05 and 7.06), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Net ProceedsSubsidiary.
(iv) Except Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02(a), (b), or (c)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(vi) Upon the sale of accounts receivable by the Borrower or any of its Subsidiaries pursuant to Section 7.05(h), the Borrower shall prepay an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary and such prepayment shall be applied to the Term Facility and the Revolving Credit Facility on a pro rata basis; provided, however, that with respect to Loans incurred the Term Facility, such prepayments shall be applied first, to the principal repayment installments in connection with any Refinancing Amendmentthe order of maturity for the next succeeding four fiscal quarters and second, Term Loan Extension Request or any Incremental Amendment (to the extent set forth (if any) in excess thereof, to the remaining principal repayment installments on a pro rata basis.
(vii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Refinancing Amendmentexcess; provided, Term Loan Extension Request or Incremental Amendment as contemplated below)however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(Aviii) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) (other than clause (vi)) shall be applied applied, first, to the Term Facility and to the principal repayment installments thereof in order of maturity for the next eight succeeding scheduled principal installments four fiscal quarters and to each Class of Term Loans and then ratably the extent (if any) in excess thereof, to the remaining principal repayment installments of each Class of such Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Alderwoods Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Facility on a pro rata basis and (ii) any Class of Incremental Term Loanssecond, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders Revolving Credit Facility in accordance with their respective Pro Rata Shares the manner set forth in clause (ix) of such prepaymentthis Section 2.05(b).
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Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Term Loan Advances comprising part of the same Term Loan Borrowings equal to 25% of the amount of Excess Cash Flow for such Fiscal Year.
(5ii) The Borrower shall, within 3 Business Days after financial statements have been delivered of the date of receipt of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets (other than payments of cash or Cash Equivalents) of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clauses (i) through (ix) of Section 9.5(a5.2(e)) and (provided that the related Compliance Certificate has been delivered, the Parent Borrower shall cause only be required, on the 180th day after the date of receipt of such Net Cash Proceeds, to be prepaid an aggregate amount of Loans prepay the Advances in an amount equal to the amount of such Net Cash Proceeds not reinvested in like-kind assets or fixed assets (Awhich are used in or are useful to the business of the Borrower at such time) the Applicable ECF Percentage of Excess Cash Flowduring such 180-day period), if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Debt (1) all voluntary prepayments of Loans during such Fiscal Year except Debt incurred or issued pursuant to clauses (i) through (iv) and clauses (vi) through (xii) of Section 2.3(a5.2(b)), (2C) any Extraordinary Receipt received by or paid to or for the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each account of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any of its Restricted Subsidiary of a Borrower Disposes of any property or assets Subsidiaries and not otherwise included in clause (other than any Disposition of any property or assets permitted by Section 10.5(a)A) above, (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition Term Loan Advances comprising part of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount same Term Loan Borrowings equal to 100% of such Net Cash Proceeds; provided, however, that if such Net Cash Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent arise from the incurrence or issuance of Subordinated Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor AgreementsSection 5.2(b)(v), then the Parent Borrower may cause Loans only 50% of such Net Cash Proceeds shall be required to be prepaid andapplied to the Term Loan Advances in accordance with this clause (b)(ii).
(iii) The Borrower shall, on each Business Day, to the extent required pursuant to the terms necessary, (A) first, prepay an aggregate principal amount of the documentation governing such Incremental Equivalent DebtRevolving Credit Advance, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interestB) on a pro rata basis in accordance with the respective principal amounts thereof second, cash collateralize Letters of Credit, and (yC) if at the time that any such prepayment would be requiredthird, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the an aggregate outstanding principal amount of the Term Loans Loan Advance, so that, after giving effect to such prepayments and Other Applicable Indebtedness at such time; provided that cash collateralization, 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 Borrower is in accordance compliance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have Net Asset Test on such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net ProceedsDay.
(iv) Except The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments made pursuant to clause (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, third deposited in the L/C Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding and fourth, with respect to Loans incurred in connection with any Refinancing Amendmentprepayments under clause (iii) only, once the Available Amounts of Letters of Credit have been fully cash collateralized, to prepay the Term Loan Extension Request Advances. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or any Incremental Amendment Revolving Credit Lenders, as applicable.
(vi) Anything contained in this Section 2.6(b) to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below)contrary notwithstanding, (A) each prepayment if, following the occurrence of Term Loans pursuant any "Asset Sale" (as such term is defined in any Indenture, if applicable) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as such term is defined in such Indenture, if applicable) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an "Asset Sale Offer" (as such term is defined in such Indenture, if applicable) in connection with such "Asset Sale," and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Proceeds" at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "Net Proceeds," and, within 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the payment of the Advances in the manner set forth in Section 2.6(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer."
(vii) All prepayments under this Section 2.3(bsubsection (b) shall be applied made together with accrued interest to the next eight succeeding scheduled principal installments to each Class date of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to on the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentprincipal amount prepaid.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152008) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 5.50 to 1.00 and greater than or equal to 4.50 to 1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.50 to 1.00.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (ff)(A), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lm), (n), (o), (q), (r) or (t)-(vp), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all such Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth Administrative Agent of its intent to reinvest in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each no such prepayment shall be paid required under this Section 2.05(b)(ii)(A) if no Event of Default shall have occurred and be continuing and the Senior Secured Leverage Ratio is less than 3.25 to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment1.00.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended September 30, 20152007) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that so long as no Default then exists, (x) the percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Borrower’s ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements was less than 4.75:1.00 but greater than or equal to 3.75:1.00 and (y) no payment of any Loans shall be required under this Section 2.05(b)(i) if the Borrower’s ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements was less than 3.75:1.
(ii) (A) If (1x) a Holdings, the Borrower or any of Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (fe), (g), (h), (i) or (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionj), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a Holdings, the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
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Mandatory. (i) Within five ten (510) Business Days days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b) and no later than the 130th day after the end of a fiscal year, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year fiscal year ending February 26, 2015in calendar year 2013) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.75 to 1.00 but greater than 3.50 to 1.00. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.50 to 1.00.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05 (a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a the Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.Default has occurred and is then continuing);
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152008) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 5.50 to 1.00 and greater than or equal to 4.50 to 1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.50 to 1.00.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (ff)(A), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lm), (n), (o), (q), (r) or (t)-(vp), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all such Net Cash Proceeds received therefrom 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 the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth Administrative Agent of its intent to reinvest in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each no such prepayment shall be paid required under this Section 2.05(b)(ii)(A) if no Event of Default shall have occurred and be continuing and the Senior Secured Leverage Ratio is less than 3.25 to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.1.00;
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aax)-(aabb)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Mandatory. (i) Within five ten (510) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year delivered pursuant to Section 2.3(a6.02(b), (2) the amount expended by any Purchasing Borrower Party to shall prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash 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 aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley Swing Line Loans and (y) in Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 Revolving Credit Facility and 10.3 with Liens ranking pari passu with the Liens securing the Obligations excluding amounts repurchased pursuant to the Intercreditor AgreementsDutch Auctions), then the Parent Borrower may cause Loans to be prepaid and, in each case other than to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be requiredis funded with the proceeds of long-term Indebtedness, or the proceeds of any sale or other Disposition of assets to the extent that, under clause (ii) below, the Parent Borrower is applicable Loan Party would otherwise have been required to offer to repurchase reinvest the Net Cash Proceeds of such sale or Disposition or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable IndebtednessLoans; provided, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) such percentage shall be reduced accordingly; providedto 25% or 0% if the Total Senior Secured Leverage Ratio as of the last day of the prior fiscal year was less than 3.25:1.00 or 2.50:1.00, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofrespectively.
(iiiii) (A) If a (x) the Borrower or any Restricted Subsidiary incurs Disposes of any property or issues assets pursuant to Section 7.05(e), (p), (s), (t) or (u), or (y) any Indebtedness after Casualty Event occurs, and any transaction or series of related transactions described in the Escrow Release Date foregoing clauses (x) that is intended to be Credit Agreement Refinancing Indebtedness, and (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 results in the realization or (z) notwithstanding clause (y), that is Indebtedness permitted receipt by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a such Restricted Subsidiary for of aggregate Net Cash Proceeds in excess of $25,000,000 in any Real Property fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), the Borrower shall (1) give written notice to the Administrative Agent thereof promptly after the date of the realization or receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such proceeds constituted notice to reinvest all or a portion of such Net Cash Proceeds of a Disposition subject to clause (b) (ii) abovein accordance with Section 2.05(b)(ii)(B), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five from such Relevant Transaction within ten (510) Business Days after of receipt thereof by the receipt by such Borrower or such Restricted Subsidiary of such Subsidiary. Notwithstanding anything herein to the contrary, Net Proceeds.
(iv) Except with respect to Loans incurred Cash Proceeds received in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (Specified Disposition shall not be required to be applied toward the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Sources: Credit Agreement (Rapid Roaming Co)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and Following the related Compliance Certificate has been deliveredend of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2018, the Parent Borrower Company shall cause to be prepaid an aggregate amount of prepay Loans in an aggregate amount equal to (A) the Applicable applicable ECF Prepayment Percentage of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus fiscal year less (B) the sum aggregate principal amount of Term Loans, Incremental Term Loans and (1to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) all voluntary prepayments of Revolving Loans during such Fiscal Year prepaid pursuant to Section 2.3(a)2.05(a)(i) or, (2) the amount expended by any Purchasing Borrower Party solely with respect to prepay any Loans prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.3(c) or Section 14.7(h2.05(b)(ii), and (3) all voluntary prepayments of loans under the ABL Facility in each case during such Fiscal Year fiscal year or, without duplication, after the end of such fiscal year but prior to the extent date on which the commitments under the ABL Facility are permanently reduced by the amount of prepayment described in this clause (i) is required (such payments and, prepayments to be applied as set forth in the case of each of the immediately preceding clauses (1), (2v) and (3viii) below), ; provided that if all Term B Loans have been paid in full and the Term B Facility has been terminated on or prior to the extent date a prepayment under this clause (i) would have been required to have been made, no such prepayments prepayment shall be required for such fiscal year or any subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements are funded required to be delivered pursuant to Section 6.01(a) with Internally Generated Cashrespect to the fiscal year for which Excess Cash Flow is being calculated.[Reserved].
(ii) If (1) a Borrower the Company or any of its Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than in the ordinary course of business, and other than any Disposition of any property or assets permitted by Section 10.5(aS▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o▇), (q▇), (rq)(ii) or (t)-(vor)) which, (x)-(aa))in any such case, or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shallCompany shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 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 applied as set forth in clauses (v) and (viii) below); provided that, subject 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 terms of the Intercreditor Agreements, cause to be prepaid 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 or receipt Dispositions by a Borrower 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 Loans as set forth in this Section 2.05(b)(ii). Notwithstanding the foregoing, if the Company or any of its Restricted Subsidiaries realizes any Net Cash Proceeds resulting from a Non-Core Asset Disposition or the MS Disposition, the Company shall prepay an aggregate principal amount of Loans in an amount equal to 100% of the Net Cash Proceeds received therefrom no later than three (x3) Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (other than in respect of the MS Disposition) (viii) below), without regard to the foregoing $50,000,000 threshold or the reinvestment provisions set forth in this clause (ii).
(iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries 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% of the Net Cash Proceeds received therefrom in excess of $50,000,000 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 clauses (v) and (viii) 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 Dispositions described in clause (1) aboveRecovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% within two years after receipt of such Net Cash Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt reinvestment shall have been issued in compliance with Sections 10.1 consummated; and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreementsprovided further, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any Net Cash Proceeds not subject to such prepayment would be required, the Parent Borrower is required to offer to repurchase definitive agreement or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds reinvested shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied 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 as set forth in this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof2.05(b)(iii).
(iiiiv) If a Borrower Upon the incurrence or issuance by the Company or any of its Restricted Subsidiary incurs or issues Subsidiaries of any(A) any Indebtedness after the Escrow Release Date (x) that is intended to be Permitted Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower Company shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount (and/or replace unused Revolving Credit Commitments) equal to 100% of all Net Cash Proceeds received therefrom on or prior to immediately upon receipt thereof by the date which is five (5) Business Days after the receipt by such Borrower 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% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Net ProceedsRestricted Subsidiary (such prepayments to be applied as set forth in clausesclause (v) and (viii) below).
(ivv) Except with respect Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b)(ii),(iii) or (iv)(B) shall be applied, first, ratably to each of the Term A US Facility, the Term A CAD Facility, the Term A AUD Facility, and the Term B Facility to Loans incurred in connection with under the Term A US Facility (but shall not, for the avoidance of doubt, be required to be applied to reduce any Refinancing Amendmentoutstanding and undrawn Term A US Commitments) (and, Term Loan Extension Request or any Incremental Amendment (to the extent provided in the definitive loan documentation thereto, to any Incremental Term Loans or Incremental Equivalent Debt, 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 of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter,thereof, and thereafter to the remaining principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in such Refinancing Amendmentclause (viii) of this Section 2.05(b). Notwithstanding the foregoing, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Loans made with Net Cash Proceeds resulting from Dispositions pursuant to Section 2.05(b)(ii) shall be applied, first, ratably to each of the Term A US Facility and the Term B Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), any Incremental Term Loans) on a pro rata basis, second, ratably to each of the Term A CAD Facility and the Term A AUD Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), any Incremental Term Loans) on a pro rata basis and, third, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b), provided that notwithstanding anything to the contrary provided herein, no prepayment of the Revolving Credit Facility shall be required to be made with any Net Cash Proceeds resulting from the MS Disposition. 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 2.3(b2.05(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 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 to the next eight succeeding scheduled principal installments to each Class of Term Loans and then 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 installments L/C Obligations in full. Upon the drawing of each Class any Letter of Term Loans then outstanding Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (provided that 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.
(iix) [Reserved.]Notwithstanding the foregoing, in the case of prepayments made pursuant to Section 2.05(b)(iv) in respect of any prepayment of Term Loans with the Net Proceeds of Permitted Credit Agreement Refinancing Indebtedness Indebtedness, such prepayment shall be applied solely to each those applicable Class of Refinanced Debt and Term Loans or Revolving Credit Loans (or unused Revolving Credit Commitments) with respect to which such Permitted Credit Agreement Refinancing Indebtedness is being incurred.
(x) Notwithstanding anything to the contrary contained in Section 2.05(b)(i), (ii) any Class or (iii), to the extent attributable to a Disposition or Recovery Event by a Restricted Subsidiary that is a Foreign Subsidiary, or arising from Excess Cash Flow attributable to a Foreign Subsidiary, no prepayment (or a portion thereof) required under Section 2.05(b)(i), (ii) or (iii) shall be made if such prepayment (or portion thereof), at the time it is required to be made, is subject to material permissibility restrictions under applicable Law (including by reason of Incremental Term Loansfinancial assistance, Extended Term Loans corporate benefit, restrictions on upstreaming or Other Term Loans may specify transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Restricted Subsidiaries), provided that one or more other Classes of Loans may be prepaid prior the Company and its Restricted Subsidiaries shall make commercially reasonable efforts with respect to such Class Laws to make such prepayment (or portion thereof) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of Incremental Term Loansa nominal amount of funds or (y) modifications to the organizational or tax structure of the Company and its Restricted Subsidiaries to permit such prepayment (or portion thereof)). Notwithstanding anything to the contrary contained in this Section 2.05, Extended Term Loans to the extent a Restricted Payment or Other Term Loans other distribution to the Company is required (notwithstanding the 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 shall be made if either of the Company or any Restricted Subsidiary determines in good faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which the Company, in its reasonable judgment, deems to be material, provided that to the extent the provisions hereof relating to Excess Cash Flow of Foreign Subsidiaries apply, but the amount of the total Excess Cash Flow attributable to the Company and its Domestic Subsidiaries then exceeds the prepayment then required to be made under Section 2.05(b)(ii) or (iii) (in each case, solely for this purpose, determined without regard to this Section 2.05(b)(x)), then (subject to the first sentence of this Section 2.05(b)(x))), the entire prepayment then required under such Section 2.05(b)(ii) or (iii) shall be required to be made, without reduction pursuant to this sentence. Notwithstanding anything in the preceding two sentences to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under Section 2.05(b), the Company shall make such prepayment in an amount equal to the lesser of (1) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (B2) the amount of cash and Cash Equivalents on hand at such time, in each such prepayment shall be paid to case, less the amount by which the Net Cash Proceeds resulting from the applicable Lenders in accordance with their respective Pro Rata Shares Disposition were previously used for the permanent repayment of such prepayment.Indebtedness (including any reductions in
Appears in 1 contract
Sources: Credit Agreement (Aecom)
Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, commencing in respect of the Fiscal Year ended on or about August 3, 2007, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and (5) Business Days after financial statements have been delivered if applicable pursuant to Section 9.5(a2.06(b)(vi) and below) deposit an amount in the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans Collateral Account in an amount equal to to, (A) at any time when the Applicable ECF Percentage Consolidated Total Leverage Ratio as of the end of the applicable Fiscal Year is greater than 2.50:1.00, 50% of the amount of Excess Cash FlowFlow for such Fiscal Year and (B) at any time when the Consolidated Total Leverage Ratio as of the end of the applicable Fiscal Year is less than or equal to 2.50:1.00, if any, for 25% of the amount of Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during for such Fiscal Year pursuant Year. Each such prepayment shall be applied first ratably to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans amortization installments under the ABL Term Facility during such Fiscal Year and second to the extent the commitments under the ABL Revolving Credit Facility are permanently reduced by the amount of such payments and, without reduction in the case Revolving Credit Commitment or the Letter of each Credit Commitment as set forth below in clause (v) of the immediately preceding clauses (1this Section 2.06(b), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a The Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any Restricted Subsidiary of a Borrower Disposes its Subsidiaries from (A) the sale, lease, transfer or other disposition of any property assets of any Loan Party or assets any of its Subsidiaries (other than any Disposition sale, lease, transfer or other disposition of any property or assets permitted by Section 10.5(apursuant to clause (i), (bii), (ciii), (eiv), (fvi), (gvii)(B) or (vii)(D)(except as provided in the proviso thereto) of Section 5.02(e)), (hB) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Sections 5.02(b)(i)(A) and (B) and 5.02(b)(ii) and (iii)), (iC) the issuance of any class of equity (other than pursuant to a Permitted Disposition or the issuance of equity compensation to the extent employees of the Disposition is to a Restricted Subsidiary Borrower and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionits Subsidiaries including stock option exercises and restricted stock issuance), (kD) any capital contribution and (E) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (lB), (o), (q), (rC) or (t)-(v)D) above, (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition Advances comprising part of the Equity Interests in or assets of Casa Ley same Borrowings and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred applicable pursuant to Section 10.3 or (z2.06(b)(vi) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(vbelow) (other than (A) Indebtedness deposit an amount in the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans Collateral Account 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 Borrower or such Restricted Subsidiary amount of such Net Cash Proceeds. Each such prepayment shall be applied first to the Term Facility to reduce in direct order the next four scheduled amortization payments thereunder immediately following the date of such prepayment unless and until such amortization payments have been eliminated as a result of such reductions and, thereafter ratably to the remaining amortization installments thereunder and second to the Revolving Credit Facility without reduction in the Revolving Credit Commitment or the Letter of Credit Commitment as set forth below in clause (v) of this Section 2.06(b).
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the L/C Credit Extensions and the Swing Line Advances and (if applicable pursuant to Section 2.06(b)(vi) below) deposit an amount in the Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the L/C Credit Extensions and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day.
(iv) Except with respect to Loans incurred in connection with any Refinancing AmendmentThe Borrower shall, Term Loan Extension Request or any Incremental Amendment (on each Business Day, pay to the extent set forth Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowBusiness Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (Aii), or (iii) each prepayment above shall be made without reduction in the Revolving Credit Commitment or the Letter of Term Loans Credit Commitment and shall be first applied to prepay L/C Credit Extensions then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.3(bclause (i) or (ii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably Issuing Bank or Revolving Credit Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the remaining installments date of each Class such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 9.04(c). If any payment of Term Loans then outstanding Eurodollar Rate Advances otherwise required to be made under Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (provided that (iand if so directed, the Administrative Agent shall) any deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of Term Loans with such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the Net Proceeds last day of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentInterest Period therefor.
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended September 30, 2014) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall Borrowers shall, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a2.05(a)(v), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (2) the amount expended by any Purchasing Borrower Party all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), when such Excess Cash Flow prepayment is due and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of long-term Indebtedness (other than revolving Indebtedness).
(ii) (A) If (1) a the Parent Borrower or any of its Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05(a), (b), (c), (d), (e), (f) (except as set forth in the proviso thereof), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m), (n), (o), (p), (q), (r) or (t)-(v), (x)-(aa)s), (t), (u), (x) and (y)) or (2) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is Borrowers (or any Restricted Subsidiary) are required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is Indebtedness secured on a pari passu basis (but without regard to control of remedies) with the ObligationsObligations (other than any Indebtedness of the type described in clause (a)(ii)(A) of the definition of “Net Cash Proceeds” that was required to be prepaid or repaid and that resulted in a reduction in the applicable Net Cash Proceeds) 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 thereofIndebtedness) required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness 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 a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness; provided, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y)further, that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower no prepayment shall cause to be prepaid 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 such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans required pursuant to this Section 2.3(b2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrowers (or such Restricted Subsidiary) shall be applied have reinvested (or entered into a binding commitment to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (ireinvest) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.Section 2.05(b)(ii)(B)
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been are required to be delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2017) and the related Compliance Certificate has been deliveredis required to be delivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including Term Loans prepaid pursuant to Section 2.3(a), 2.05(a)(v) during such time based upon the actual amount of cash paid by the Borrower in connection with the relevant prepayment) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period; provided that no prepayment shall be made pursuant to this paragraph (i) if the Excess Cash Flow for such period is less than $10,000,000.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05(a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (qp), (q) or (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) 10 Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage 100% of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreementsthat, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Credit Loans) and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) 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 (or, if the Term Loans have been paid in full, the Revolving Credit Loans) that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vii) 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 such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or repay or cause to be promptly prepaid or repaid Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and payment of all Unreimbursed Amounts such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with their terms), (A) each prepayment of Term Loans pursuant to clauses (i) through (iv) of this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then applied, first, ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans Loans, or Other Refinancing Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Refinancing Term Loans; provided further, with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower, or, absent such direction, in direct order of maturity of such installment), and second, to the extent the amount of prepayments pursuant to clauses (i) through (iv) of this Section 2.05(b) exceeds the Outstanding Amount under the Term Loans, such prepayments shall be applied to the Outstanding Amount under the Revolving Credit Loans (provided, such prepayment on its own shall not result in any termination or reduction of any Commitment); and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four 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.
(viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) (other than Section 2.05(b)(v)) prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).
(ix) With respect to each prepayment of Term Loans required pursuant to Section 2.05(b), (A) each Lender of the Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause (B) below), (B) the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to Section 2.05(b)(vii) and (C) any prepayment refused by Lenders of Term Loans may be retained by the Borrower.
(x) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that, if no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.05(b)(ix), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment within any Class of Loans shall be applied first to Loans of such Class that are Base Rate Loans to the full extent thereof before application to Loans of such Class that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05.
(xi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections 2.05(b)(i) or 2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(b) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b), the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). Notwithstanding anything to the contrary in this Section 2.05(b), (i) mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that, if following such repayment, the Loan Party would have insufficient funds to make a REIT Distribution and (ii) the amount of any mandatory prepayment shall furthermore be reduced if the Borrower determines in good faith (A) that the payment of any distribution is necessary to maintain the Borrower’s status as a real estate investment trust under the Code; provided that such reduction shall not exceed the amount needed to maintain such status or (B) that the payment of any distribution is necessary to enable the Borrower to avoid payment of any Tax that could be avoided by reason of a distribution by the Borrower; provided that such reduction shall not exceed $600,000,000 in aggregate over the life of the Facilities.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent BV Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(v), in an amount equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152012) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 and, in the case of each of the immediately preceding clauses (1reduction), (2the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) and (3), to the extent during such prepayments are funded with Internally Generated Cashfiscal year.
(iiA) If (1x) a the BV Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (kj), (lm), (on), (p), (q), (r), (s), (t) or (t)-(vu), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a the BV Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent BV Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans Term Loans, in an amount equal to (x) accordance with Section 2.05(b)(v), in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Cash Proceeds received in connection with such Casualty Eventsreceived; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(i)(A) if, on or prior to such date, the BV Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(i)(B) (which, except in the case of a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing);
(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(i)(A)) or any Casualty Event, at the option of the BV Borrower, and with respect to a Disposition, so long as no Event of Default shall have occurred and be continuing, the BV Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds in assets useful for its business within (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 three hundred and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms sixty-five (365) days of the documentation governing receipt of such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and Net Cash Proceeds or (y) if at the time that any BV Borrower or the relevant Restricted Subsidiary enters into a contract to reinvest such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt Net Cash Proceeds within three hundred and sixty-five (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations365) pursuant to the terms days of the documentation governing such Indebtedness with receipt thereof, within one hundred and eighty (180) days of the net proceeds date of such Disposition contract; provided that if any Net Cash Proceeds are not so reinvested within the applicable time periods set forth above in this Section 2.05(b)(i)(B) or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered are no longer intended to be so repurchased or prepaidreinvested at any time after delivery of a notice of reinvestment election, “Other Applicable Indebtedness”), then the Parent Borrower may apply an amount equal to any such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) promptly applied to the prepayment of the Term Loans and to as set forth in this Section 2.05.
(ii) If for any reason the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment aggregate Outstanding Amount of the Term Revolving Credit Loans, the L/C Obligations and Swing Line Loans at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay Revolving Credit Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that would have otherwise been the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days unless after the date prepayment in full of the Revolving Credit Loans and Swing Line Loans such rejection) be applied to prepay the Term Loans aggregate Outstanding Amount exceeds such aggregate Revolving Credit Commitments then in accordance with the terms hereofeffect.
(iii) If a the BV Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise expressly permitted to be incurred or issued pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)7.03, the Parent BV Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(v), in an amount equal to 100% the Prepayment Percentage of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.]
(iv) Except with respect to Loans incurred in connection with Notwithstanding any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowother provisions of this Section 2.05(b), (A) to the extent that (and for so long as) any of Excess Cash Flow or all the Net Cash Proceeds of any asset sale or other Disposition or any Casualty Event by a Restricted Subsidiary (other than a Borrower) giving rise to mandatory prepayment pursuant to Section 2.05(b)(i)(A) or Section 2.05(b)(i)(B) (each such Disposition and Casualty Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Law from being repatriated to the jurisdiction of organization of the Borrower that is the most direct parent company of such Restricted Subsidiary, the portion of such Excess Cash Flow or Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary so long as the applicable local Law will not permit such repatriation to the relevant Borrower (the BV Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by applicable local Law to permit such repatriation), and once such repatriation of any of such affected Excess Cash Flow or Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Excess Cash Flow or Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) and (B) to the extent that the BV Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow or Net Cash Proceeds of any Specified Asset Sale to the jurisdiction of organization of the Borrower that is the most direct parent company of the relevant Restricted Subsidiary would have a material adverse tax consequence with respect to such Excess Cash Flow or Net Cash Proceeds, the Excess Cash Flow or Net Cash Proceeds so affected may be retained by the applicable Restricted Subsidiary, provided that, in the case of this clause (iv), on or before the date on which any Excess Cash Flow or Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b)(i), the BV Borrower causes to be applied an amount equal to such Excess Cash Flow or Net Cash Proceeds to such prepayments as if such Excess Cash Flow or Net Cash Proceeds had been received by the relevant Borrower rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Excess Cash Flow or Net Cash Proceeds had been so repatriated (or, if less, the Excess Cash Flow or Net Cash Proceeds that would be calculated if received by such Restricted Subsidiary) in satisfaction of such prepayment requirement.
(v) Any prepayment of any Term Loans pursuant to this Section 2.05(b) shall be applied to repay Term Loans of each then outstanding Class; provided, that any prepayment of any Term Loans pursuant to this Section 2.05(b) shall be applied to repay Term Loans of each Class with an earlier maturity date prior to being applied to repay any Term Loans of any other Class with a later maturity date (and if two or more Classes of Term Loans have the same maturity date, shall be applied on a pro rata basis to such Classes). Any prepayment of any Class of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied applied, first, in direct order of maturities, to any principal repayment installments of such Term Loans that are due within twenty-four (24) months after the date of such prepayment and second, on a pro-rata basis, to the next eight succeeding scheduled other principal repayment installments to each Class of such Term Loans of such Class; and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Share (prior to giving effect to any rejection by any Term Lender of any such prepayment pursuant to clause (vi) below), subject to clause (vi) of this Section 2.05(b).
(vi) The BV Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) at least three (3) 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 any such prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Any Term Lender (a “Declining Lender”, and any Term Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice that any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall instead be retained by the relevant Borrower.
Appears in 1 contract
Sources: Credit Agreement (Sensata Technologies Holding N.V.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year fiscal year pursuant to Section 2.3(a), (22.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.3(c2.05(c) or Section 14.7(h), 10.07(k) and (32) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans and Swing Line Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness.
(ii) If (1) a Borrower Holdings or any Restricted Subsidiary of a Borrower Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o▇), (q), (r▇) or (t)-(vr), (x)-(aa)), ) or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject Holdings shall cause to the terms of the Intercreditor Agreements, cause be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofreceived.
(iii) If a Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)7.03, the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower Holdings or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect 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 incurred and Swing Line Loans and/or Cash Collateralize the L/C Obligations in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), v) [Reserved].
(Avi) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b)(i), (ii) or (iii) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining principal installments of each Class Term B Loans based on the amount of Term B Loans then outstanding (provided that (i) any prepayment and ratably to the principal installments of Term B Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely required pursuant to each applicable Class of Refinanced Debt Section 2.07(b); and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Shares, subject to clause (viii) of such prepaymentthis Section 2.05(b). Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) shall be paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares.
Appears in 1 contract
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending on or about December 31, 2015) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.3(a2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇), (▇) (except to the extent the Disposition such property is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lMortgage), (o), (p), (q), (r) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof Indebtedness that is secured on a pari passu basis with the Obligations) Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Restatement Effective Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five six (56) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term 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
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(vi), in an amount equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152013) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 and, in the case of each of the immediately preceding clauses (1reduction), (2the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) and (3), to the extent during such prepayments are funded with Internally Generated Cashfiscal year.
(ii) (A) If (1x) a Borrower STBV or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (kj), (lm), (on), (p), (q), (r), (s), (t) or (t)-(vu), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a Borrower STBV or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) aboveTerm Loans, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”Section 2.05(b)(vi), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Borrower shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which, except in the case of such prepayment.a Casualty Event, election may only be made if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Sources: Credit Agreement (Sensata Technologies Holding PLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2014) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall shall, subject to clause (b)(xi) below, 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) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made (i) during such Fiscal Year fiscal year (less any such prepayment deducted from Excess Cash Flow pursuant to Section 2.3(a), clause (2B)(ii) in the amount expended by prior fiscal year) or (ii) after year-end and prior to when such Excess Cash Flow prepayment is due (which shall (1) in the case of any Purchasing Borrower Party to prepay any prepayment of Term Loans pursuant to Section 2.3(c) or Section 14.7(h2.05(a)(v), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year be limited to the extent aggregate cash amount actually paid by Holdings or the commitments under the ABL Facility are permanently reduced by the amount of Borrower in connection with any such payments and, in the case of each of the immediately preceding clauses (1), prepayment and (2) and exclude any open market purchases of Term Loans by Holdings or the Borrower pursuant clause (3y) of Section 10.07(m)) during such fiscal year, to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇), (▇) (except to the extent the Disposition such property is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such DispositionMortgage), (kn), (l), (op), (q), (r) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreementsclause (b)(xi) below, 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 a the Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is (or will be) required to offer to repurchase the Series A-2 Notes or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof of any of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the Series A Indenture or the terms of the documentation governing such Indebtedness Indebtedness, as applicable, with the net proceeds of such Disposition or Casualty Event (the Series A-2 Notes and any such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereofof any of the foregoing) required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at tendered into the applicable offer (which in the case of Term Loans shall be Term Loans for which the applicable Lender shall not have refused such timeoffer pursuant to clause (ix) below); provided provided, further that (A) the portion of such Net Proceeds 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 hereofhereof and (B) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness 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) 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. Notwithstanding anything to the contrary in this clause (ii), so long as the Series A Indenture Offer Provisions remain in effect, in no event shall the Borrower be required to offer to prepay Term Loans with any Net Proceeds pursuant to this clause (ii) to the extent that the Borrower or any Subsidiary would not be required to permanently reduce Indebtedness, make an Investment or make an Asset Sale Offer or Loss Proceeds Offer pursuant to the Series A Indenture Offer Provisions with such Net Proceeds; provided that (i) this sentence shall not apply to the Net Proceeds of a sale of all or any portion of the Infusion Business and (ii) this sentence shall only apply to the Series A Indenture Offer Provisions set forth in the Series A Indenture on the date hereof (or in any Permitted Refinancing to the extent they are substantially the same to the Series A Indenture Offer Provisions set forth in the Series A Indenture on the date hereof).
(iii) If a on the date that is 60 days prior to the stated maturity date or termination date (howsoever described) of the Series A-2 Notes or any Permitted Refinancing thereof, more than $75,000,000 in aggregate principal amount of Series A-2 Notes or such Permitted Refinancing remain outstanding, the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) the aggregate principal amount of all Initial Term Loans outstanding on such date.
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) other than Indebtedness not prohibited under Section 7.03 (other than Indebtedness that is intended to be constitute Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) So long as the Series A Indenture Offer Provisions remain in effect, if the Borrower or any Restricted Subsidiary (x) elects to permanently reduce the Series A-2 Notes (or any Permitted Refinancing thereof) pursuant to Section 4.10(b)(1) or 4.15(a)(1) of the Series A Indenture (or equivalent provisions of any document governing a Permitted Refinancing thereof the extent not materially less favorable to the Lenders) or (y) is required to make an Asset Sale Offer or Loss Proceeds Offer, in either case to the holders of the Series A-2 Notes (or any Permitted Refinancing thereof), then, to the extent not otherwise required to offer to prepay Term Loans pursuant to clause (ii) above, the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below, not less than five (5) Business Days prior to the date of any such prepayment or consummation of such Asset Sale Offer or Loss Proceeds Offer, as applicable, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds of the applicable Asset Sale or Net Loss Proceeds of the applicable Event of Loss (as each such term is defined in the Series A Indenture in effect on the Closing Date); provided that the Borrower shall apply all such Net Proceeds or Net Loss Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans, Series A-2 Notes and Pari Passu Indebtedness (as defined in the Series A Indenture in effect on the Closing Date and excluding, for the avoidance of doubt, any Term Loans) tendered into the applicable offer (which (x) in the case of Term Loans, shall be Term Loans for which the applicable Lender shall not have refused such offer pursuant to clause (ix) below and (y) in the case of Series A-2 Notes (or any Permitted Refinancing thereof), shall include any Series A-2 Notes (or any Permitted Refinancing thereof) subject to an open market purchase) at such time; provided further that the prepayment of Series A-2 Notes or any such Pari Passu Indebtedness as described in this Section 2.05(b)(v) shall reduce the amount of prepayments of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(v) accordingly. Notwithstanding anything in this Section 2.05 to the contrary, to the extent necessary to avoid a conflict between the Series A Indenture and this Agreement due to differences in timing requirements for prepayments and/or purchases thereunder, the Administrative Agent may, in its reasonable discretion, extend the time periods for an applicable prepayment under this Section 2.05(b).
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (v) 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 (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (v) of this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent 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 Applicable “ECF Percentage Percentage”) of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended June 30, 20152008) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 5.50:1.00 and greater than or equal to 4.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.50:1.00.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition to a Loan Party), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(vp), (x)-(aa)), ) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by a the Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds received in connection with such Casualty Eventsrealized or received; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that with respect to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date portion of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) Net Cash Proceeds that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)shall have, the Parent Borrower shall cause to be prepaid 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 such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of such prepayment.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 4.50:1.00;
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing Commencing with the Fiscal Year Quarter ending February 26June 30, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds2001, the Parent Borrower shall, subject to no later than the terms of the Intercreditor Agreements, cause to be prepaid on or prior to 5th day following the date on which is ten it delivers the certification referred to in Section 5.03(b)(ii) (10) Business Days but in any event within 50 days after the date end of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) aboveeach Fiscal Quarter), an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, prepay an amount equal to 100% of the amount of Excess Cash Flow for such Net Proceeds received in connection with Fiscal Quarter; provided, however, that the required amount of such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant prepayment shall be reduced to the Intercreditor Agreementsextent necessary to ensure that after giving effect to such prepayment, the aggregate of the sum of (y) the aggregate Unused Working Capital Commitments, and (z) cash or Cash Equivalents of the Borrower and its Subsidiaries on hand or deposit as of the date of such prepayment shall not be less than $5,000,000. Each such prepayment shall be applied as follows: first, ratably to the Deferred Interest Notes then the Parent Borrower may cause Loans to be prepaid andoutstanding; third, to the extent required pursuant that no Term Advances remain outstanding, to reduce the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased Working Capital Advances (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with their applicable Pro Rata Share of the respective Working Capital Facility).
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to Section 5.02(f)(i)), (B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (C) the sale or issuance by the Borrower (other than under the Management Stock Option Plan) or any of its Subsidiaries of any capital stock or other ownership or profit interest (including, without limitation, any capital contribution), any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, (D) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied as follows: first, ratably to the Deferred Interest Notes then outstanding; second, to the extent no Deferred Interest Notes are then outstanding, ratably to the Term Lenders (in accordance with their applicable Pro Rata Share of the Term Facility); and third, to the extent that no Term Advances remain outstanding, to reduce the Working Capital Advances (in accordance with their applicable Pro Rata Share of the Working Capital Facility).
(iii) The Borrower shall, on the last Business Day of each week, commencing on April 20, 2001, prepay an aggregate principal amounts thereof amount of the Working Capital Advances equal to the amount of all cash and Cash Equivalents of the Borrower and its Subsidiaries on hand or deposit as of 1:00 p.m. (New York City time) on such day in excess of an amount equal to the sum of (A) all outstanding disbursements pending clearance, and (yB) if at $1,000,000.
(iv) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant Working Capital Advances equal to the terms of amount by which (A) the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis sum of the aggregate principal amount of the Working Capital Advances then outstanding exceeds (B) the lesser of (1) the Working Capital Facility and (2) the Loan Value of Eligible Receivables on such Business Day (as determined based on the most recent Borrowing Base Certificate delivered to the Agent hereunder). Such prepayments shall be applied to prepay
(v) The Borrower shall, on each date on which it exercises any right to defer the payment of monthly interest pursuant to Sections 2.07(c) and 3.01(b), pay to the Agent, for the benefit of the Working Capital Lenders, an amount equal to the amount of monthly interest deferred, which payment shall be applied to reduce the Working Capital Advances then outstanding. Any payment made to the Agent, for the benefit of the Working Capital Lenders, pursuant to this Section 2.06(b)(v), shall be used to establish the Accounts Payable Reserve, which Accounts Payable Reserve shall be available to the Borrower to pay Accounts Payable in accordance with Section 2.02(c).
(vi) The Borrower shall, upon the payment of all or any portion of the principal amount of the TARP Earnout, prepay an amount of the Term Loans equal to the sum of (a) the aggregate principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that Loans, multiplied by (b) a fraction, (i) the portion numerator of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed which is the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to principal payment made by the terms thereofBorrower in respect of the TARP Earnout, and (ii) the remaining amount, if any, denominator of such net proceeds shall be allocated to which is the Term Loans in accordance with the terms hereof) to the prepayment aggregate principal amount of the Term Loans and TARP Earnout prior to giving effect to such payment, provided however, that the repurchase or Borrower shall have no prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required obligation pursuant to this Section 2.3(b)(ii2.06(b)(vi) shall be reduced accordingly; provided, further, that to the extent the holders payment made in respect of Other Applicable Indebtedness decline the TARP Earnout is equal to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and less than $50,000.00 in any event within ten (10) Business Days after the date of calendar month. Each such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted prepayment required by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.06(b)(vi) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then as follows: first, ratably to the remaining installments of each Class of Term Loans Deferred Interest Notes then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loansoutstanding; second, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable extent no Deferred Interest Notes are then outstanding, ratably to the Term Lenders (in accordance with their respective applicable Pro Rata Shares Share of such prepaymentthe Term Facility); and third, to the extent that no Term Advances remain outstanding, to reduce the Working Capital Advances (in accordance with their applicable Pro Rata Share of the Working Capital Facility).
(vii) [Intentionally omitted.]
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended December 31, 2020) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to to
(A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus minus
(B) the sum of of
(1) all voluntary prepayments of Term Loans during such Fiscal Year fiscal year pursuant to Section 2.3(a), (22.05(a) and the cash amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.3(c2.05(c) or Section 14.7(h), and 10.07(k) and
(32) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans and Swing Line Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness.
(ii) If (1) a Borrower Holdings or any Restricted Subsidiary of a Borrower Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l), (o), ▇) or (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of Net Proceeds, which results in the Parent Borrower shallrealization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, subject Holdings shall cause to the terms of the Intercreditor Agreements, cause be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt Permitted Notes have been issued in compliance with Sections 10.1 Section 7.01 and 10.3 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor AgreementsAgreement, then Holdings or the Parent Borrower may cause Loans to be prepaid andmay, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent DebtPermitted Notes, cause prepay Term Loans and purchase such Incremental Equivalent Debt to be purchased Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended pursuant to be Credit Agreement Refinancing Indebtedness, Section 7.03(s)(ii) or Replacement Term Loans or (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)7.03, the Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower Holdings or such Restricted Subsidiary of such Net Proceeds. The Borrower shall cause to be prepaid an aggregate principal amount of the Term Loans in an amount equal to 100% of any Specified Equity Contribution made pursuant to Section 8.05 (net of reasonable costs and expenses incurred in connection therewith) received on or prior to the date which is five (5) Business Days after receipt by Holdings thereof.
(iv) Except with respect 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 incurred and Swing Line Loans and/or Cash Collateralize the L/C Obligations in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (Av) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b)(i), (ii) or (iii) shall be applied to the next eight succeeding scheduled principal installments of the Term Facility required pursuant to each Class Section 2.07(a) in the direct order of Term Loans maturity; and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Shares, subject to clause (vii) of such prepaymentthis Section 2.05(b).
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower BorrowerHoldings or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aax)-(aabb)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower BorrowerHoldings or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower BorrowerHoldings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower BorrowerHoldings is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply (or cause to be applied) such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower BorrowerHoldings or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to Holdings, the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower BorrowerHoldings or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Mandatory. (i) Within five The Borrowers shall, on the first Business Day after the date of receipt of the Net Cash Proceeds in excess of $10,000,000 in the aggregate by the Company or any of its Subsidiaries from (5A) Business Days after financial statements have been delivered the sale, lease, transfer or other disposition of any assets of the Company or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii) or (iv) of Section 9.5(a5.02(d)), (B) the incurrence or issuance by the Company or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (ii), (iii), (iv) or (vii) of Section 5.02(c)) and (C) the related Compliance Certificate has been deliveredsale or issuance by the Company or any of its Subsidiaries of any equity interests (including, the Parent Borrower shall cause to be prepaid without limitation, receipt of any capital contribution), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments Net Cash Proceeds. Each such prepayment shall be applied ratably to the Advances comprising a Borrowing. The amount remaining (if any) after the prepayment in full of the Advances then outstanding (the sum of such prepayment amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrowers and the Commitments shall be permanently reduced as set forth in Section 2.04(b).
(ii) Each prepayment made pursuant to this Section 2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of each any prepayment of a Eurodollar Rate Advance on a date other than the immediately preceding clauses (1)last day of an Interest Period or at its maturity, (2) and (3), any additional amounts which the Borrowers shall be obligated to reimburse to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of any property or assets (other than any Disposition of any property or assets permitted by prepayment required under this Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof2.09(b) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, Borrowers and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereofLenders.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Sources: Credit Agreement (Lubrizol Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) The Revolving Credit Facility and the related Compliance Certificate has been deliveredClass B Revolving Credit Commitments, respectively, shall be automatically and permanently reduced as follows:
(A) the Parent Borrower Class B Revolving Credit Commitments shall cause to be prepaid an aggregate amount of Loans in automatically and permanently reduced by an amount equal to the product of (x) $5,000,000, multiplied by (y) a fraction, the numerator of which is an amount equal to the aggregate Class B Revolving Credit Commitments, and the denominator of which is an amount equal to the aggregate Revolving Credit Commitments, at the close of business on March 31, 2010;
(B) the Class B Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to the product of (x) $5,000,000, multiplied by (y) a fraction, the numerator of which is an amount equal to the aggregate Class B Revolving Credit Commitments, and the denominator of which is an amount equal to the aggregate Revolving Credit Commitments, at the close of business on June 30, 2010; and
(C) the Revolving Credit Facility shall be automatically and permanently reduced at the close of business on the date any prepayment of the Revolving Credit Facility is required to be made under clauses (i), (ii), (iv), (v), (vi) or (viii) of Section 2.05(b), by the amount of any such required repayment.
(ii) Immediately upon issuance of any Senior Secured Notes, the Class A Term A Loans shall be repaid and the Class A Revolving Credit Commitments shall be automatically and permanently reduced, pro rata as between the Class A Term A Loans and the Class A Revolving Credit Commitments, by an amount equal to 60% of the aggregate of the Class A Term A Loans and the Class A Revolving Credit Commitments. In addition, no later than the Tender Final Settlement Date, (A) an amount of the Net Cash Proceeds from the issuance of the Senior Secured Notes equal to the Permitted Tender Carry-Forward Limit shall be applied as set forth in Section 2.05(b)(x), (B) the Class A Term A Loans shall be repaid and the Class A Revolving Credit Commitments shall be automatically and permanently reduced, pro rata as between the Class A Term A Loans and the Class A Revolving Credit Commitments, by an amount equal to 50% of any Net Cash Proceeds from such issuance remaining after the utilization of such Net Cash Proceeds to fund Other Permitted Payments and after allowance of the amount set forth in clause (A), and (C) the other 50% of any remaining Net Cash Proceeds from such issuance shall be applied as set forth in Section 2.05(b)(x). All prepayments and reductions to be made for the benefit of the Class A Lenders in accordance with this Section 2.06(b)(ii) shall be made pro rata among all Class A Lenders, and shall be pro rated for each Class A Lender across its Class A Term A Loan and its Class A Revolving Credit Commitment.
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness permitted to be incurred or issued pursuant to Section 7.02(l), either (A) the Applicable ECF Percentage of Excess Cash FlowClass A Term A Loans shall be repaid in full and the Class A Revolving Credit Commitments shall be automatically and permanently reduced to zero, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus and/or (B) the sum Class B Term A Loans shall be repaid in full and the Class B Revolving Credit Commitments shall be automatically and permanently reduced to zero, as designated by the Borrower.
(iv) If after giving effect to any reduction or termination of (1) all voluntary prepayments Revolving Credit Commitments under this Section 2.06, the Letter of Loans during Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such Fiscal Year pursuant to Section 2.3(a)time, (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) Letter of Credit Sublimit or Section 14.7(h)the Swing Line Sublimit, and (3) all voluntary prepayments of loans under as the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently case may be, shall be automatically reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cashexcess.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
Appears in 1 contract
Sources: Credit Agreement (McClatchy Co)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower (on behalf of itself and the Co-Borrowers) shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year of the Parent Borrower covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year of the Parent Borrower ended December 31, 20152011) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 andreduction), in the case amount of each any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year; provided, that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the immediately preceding clauses (1)last day of the applicable fiscal year was less than 4.25:1; and provided, (2further, that no mandatory prepayment under this Section 2.05(b)(i) and (3), to shall be required if the extent such prepayments are funded with Internally Generated CashTotal Leverage Ratio as of the last day of the applicable fiscal year was less than 3.0:1.
(ii) (A) If (1x) a the Parent Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed), (fe), (g), (h), (i) or (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionm), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to shall (on behalf of itself and the terms of the Intercreditor Agreements, Co-Borrowers) cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Parent Borrower shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which election may only be made if no Event of such prepayment.Default has occurred and is then continuing);
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended on or about December 31, 2015) 2011 minus (B) the sum aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (1x) all voluntary prepayments Swing Line Loans and (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of Loans during such Fiscal Year the Revolving Credit Facility and excluding amounts repurchased pursuant to Section 2.3(aDutch Auctions); provided, (2) that such percentage shall be reduced to 25% or 0% if the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each Total Leverage Ratio as of the immediately preceding clauses (1)last day of the prior fiscal year was less than 4.5:1.00 or 3.5:1.00, (2) and (3), to the extent such prepayments are funded with Internally Generated Cashrespectively.
(ii) (A) If (1x) a Holdings, the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by a Holdings, the Borrower or any and its Restricted Subsidiary Subsidiaries of Net ProceedsCash Proceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the same fiscal year of the Borrower, would result in the realization or receipt by Holdings, the Parent Borrower shalland its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $5,000,000, subject the Borrower shall (1) give written notice to the terms of the Intercreditor Agreements, cause to be prepaid Administrative Agent thereof on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, except to the extent required pursuant the Borrower elects in such notice to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at reinvest all or a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash 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 hereofSection 2.05(b)(ii)(B) to the prepayment (which election may only be made if no Event of the Term Loans Default has occurred and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (ythen continuing), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five from such Relevant Transaction within two (52) Business Days after of receipt thereof by Holdings, the receipt by such Borrower or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) first full fiscal year ended after the Closing Date minus (B) the sum aggregate amount of (1) all voluntary principal prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c2.05(a)(i) or Section 14.7(h), and (3) all voluntary except prepayments of loans under Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the ABL Facility during such Fiscal Year Revolving Credit Facility) and of the Second Lien Loans pursuant to Section 2.05(a)(i) of the extent Second Lien Credit Agreement minus (C) the commitments under the ABL Facility are permanently reduced 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 and, 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 (1), (2B) and (3C), to the extent financed with internally generated funds); provided that such prepayments are funded with Internally Generated Cashpercentage shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year was less than 3.90:1.00 or 3.40:1.00, respectively.
(ii) (A) If (1x) a the Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f), (g), (h), (i) ), (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionj), (k), ) or (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by a the Borrower or any and its Restricted Subsidiary Subsidiaries of Net ProceedsCash Proceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the Parent Borrower shall, subject to the terms same fiscal year of the Intercreditor AgreementsBorrower, 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 a the Borrower or any and its Restricted Subsidiary Subsidiaries of such aggregate Net Cash Proceeds an aggregate principal amount in excess of Loans in an amount equal to (x) in $2,500,000, the case of Dispositions described in clause (1) aboveBorrower shall, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, except to the extent required pursuant the Borrower elects to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at reinvest all or a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash 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 hereofSection 2.05(b)(ii)(B) to the prepayment (which election may only be made if no Event of the Term Loans Default has occurred and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (ythen continuing), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five from such Relevant Transaction within two (52) Business Days after of receipt thereof by the receipt by such Borrower or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
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Mandatory. (i) Within five (5) Business Days after financial statements have been are required to be delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been deliveredis required to be delivered pursuant to Section 6.02(a), the Parent 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 (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year 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 2.3(a), 2.05(a)(v) during such time) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe internally generated cash and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(aSections 7.05(a), (b), (c), (ed), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (m), (o), (q), (rp) or (t)-(v), (x)-(aaq)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) 10 Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreementsthat, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred not prohibited under Section 10.3(v7.03 (excluding Section 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)), the Parent Borrower shall cause to be 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 such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four 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.
(viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) (other than Section 2.05(b)(v)) prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).
(ix) With respect to each prepayment of Term Loans required pursuant to Section 2.05(b), (A) each Lender of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause (B) below), (B) the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to Section 2.05(b)(vii) and (C) any prepayment refused by Lenders of Term Loans may be retained by the Borrower.
(x) In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that, if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(ix), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment within any tranche of Term Loans shall be applied first to Term Loans of such tranche that are Base Rate Loans to the full extent thereof before application to Term Loans of such tranche that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05.
(xi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections 2.05(b)(i) or 2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.05(b), the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements If (commencing with the Fiscal Year ending February 26, 2015) minus (Bx) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o▇), (q▇), (r) and (t)) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted such Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid shall prepay on or prior to the date which is ten five (105) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clause (b)(iii) of this Section 2.03, an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds realized or received provided, that no prepayment shall be required pursuant to this Section 2.03(b)(i)(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 2.03(b)(i)(B).
(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition consummated in reliance on Section 7.05(i) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within the later of (1) twelve (12) months following receipt thereof and (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clause (iii) of this Section 2.03(b), an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 2.03.
(ii) If the Borrower or any Subsidiary incurs or issues 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 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 by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iviii) Except with respect to Loans incurred in connection with Notwithstanding any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowother provisions of this Section 2.03(b), (A) each to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment of Term Loans event pursuant to this Section 2.3(b2.03(b)(i) shall (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (times provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.this
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year delivered pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above6.02(b), the Parent applicable Borrower shall prepay and shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100the excess (if any) of (A) an amount equal to the lesser of (1) $25,000,000 and (2) 50% of all Net Proceeds received therefrom on Excess Cash Flow for the Fiscal Year covered by such financial statements (commencing (x) with the Fiscal Year ended March 30, 2013 or (y) if Holdings changes its Fiscal Year end to December 31, with the Fiscal Year ended December 31, 2012) over (B) the aggregate principal amount of Term Loans and Revolving Credit Loans (to the extent accompanied by a permanent reduction of the applicable Revolving Credit Facility pursuant to Section 2.06) prepaid pursuant to Section 2.05(a)(i) during such Fiscal Year or after the end of such Fiscal Year and prior to the date payment under this Section 2.05(b)(i) is due, provided that any such payment made after the end of such Fiscal Year shall not be included in this clause (B) with respect to the Fiscal Year in which such payment was made (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Funded Indebtedness (calculated without giving effect to the undrawn amount of any letters of credit) as of the last day of such Fiscal Year was less than $50,000,000 or $25,000,000, respectively before giving effect to such prepayment.
(ii) (A) If (x) Holdings or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (l) (except with respect to any Extraordinary Receipts received in connection therewith, which shall be subject to Section 2.05 (b)(iv)) (collectively, “Excluded Dispositions”)), which results in the realization or receipt by Holdings or such Subsidiary of Net Cash Proceeds in excess for any such Disposition or series of related Dispositions of $5,000,000, the applicable Borrower shall, subject to the reinvestment rights set forth in Section 2.05(b)(ii)(B), prepay an aggregate principal amount of Loans in an amount equal to 100% of such Net Cash Proceeds received on or before the date that is five (5) Business Days after the following receipt by thereof (such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect prepayments to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent be applied as set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated clauses (v) and (vi) below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
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Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 9.5(aSectionSection 6.01(a) (commencing with the fiscal year ending on or about December 31, 2015) and the related Compliance Certificate has been delivereddelivered pursuant to SectionSection 6.02(a), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.3(aSectionSection 2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness and, without duplication of any deduction from Excess Cash Flow in any prior period.
(ii) If (1x) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇), (▇) (except to the extent the Disposition such property is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (lMortgage), (o), (p), (q), (r) or (t)-(v), (x)-(aas)), or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such all Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof Indebtedness that is secured on a pari passu basis with the Obligations) Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) Indebtedness required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided 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 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(iiSectionSection 2.05(b)(ii) shall be reduced accordingly; provided, further, that accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If a the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Restatement Effective Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than Indebtedness not prohibited under SectionSection 7.03 (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(vexcluding SectionSection 7.03(t), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five six (56) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this SectionSection 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (to the extent set forth which may be prepaid on a less than pro rata basis in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.3(bSectionSection 2.05(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, Extended Term Loans or Other Term Loans each prepayment pursuant to clauses (i) through (iv) of this SectionSection 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to SectionSection 2.07(a) as directed by the Borrower; and (BC) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this SectionSection 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
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower Company shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 20152012) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) during such fiscal year or on or prior to the date such payment is required to be made (without duplication) other than prepayments made with the Net Cash Proceeds from the incurrence of Indebtedness and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 andreduction), the amount of any voluntary prepayments of Revolving Loans made pursuant to Section 2.05(a), in each case, during such fiscal year or on or prior to the case date such payment is required to be made (without duplication); provided that such percentage in clause (A) above shall be reduced to (x) 25% if the Consolidated Leverage Ratio as of each the last day of the immediately preceding clauses (1), (2) four fiscal quarters was less than or equal to 2.25:1.00 but more than 1.50:1.00 and (3), b) 0% if the Consolidated Leverage Ratio as of the last day of the immediate preceding four fiscal quarters was less than or equal to the extent such prepayments are funded with Internally Generated Cash1.50:1.00.
(ii) (A) If (1x) a Borrower the Company or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rm) or (t)-(vn), (x)-(aa)), ) or (2y) any Casualty Event Involuntary Disposition occurs, which results in the realization or receipt by a Borrower the Company or any such Restricted Subsidiary of Net ProceedsCash Proceeds in excess for any such Disposition or series of related Dispositions of $15,000,000 or in excess during any fiscal year for all such Dispositions of $15,000,000, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Company shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which election may only be made if no Event of such prepaymentDefault has occurred and is then continuing).
Appears in 1 contract
Sources: Credit Agreement (Om Group Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered deliv ered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such Fiscal Year fiscal year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c2.05(a)(v) or Section 14.7(h10.07(1), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year in an amount equal to the extent discounted amount actually paid in respect of the commitments under the ABL Facility are permanently reduced by the principal amount of such payments andTerm Loans, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.dur -70-
(ii) If (1) a the Borrower or any Restricted Subsidiary of a the Borrower Disposes of any property proper ty or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i▇), (▇), (▇) (except as set forth in the proviso thereof and except to the extent the Disposition such prop I erty is subject to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such DispositionMortgage), (k), (ln), (o), (qp), (r) ( or (t)-(v), (x)-(aa)t), or (2) any Casualty Event occurs, which results in the realization or receipt by a the Borrower or any Restricted Subsidiary Sub sidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, 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 a the Borrower or any Restricted Subsidiary of such Net Proceeds Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage 10000 of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted Permit ▇▇▇ First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Appli cable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness In debtedness 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 Ap plicable Indebtedness pursuant to the terms thereof, ; and the remaining amount, if any, of such net proceeds pro ceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(iiSec tion 2.05(b)(ii) shall be reduced accordingly; provided, ,further, that to the extent the holders of Other Applicable Ap plicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Jf the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Closing Date (xA) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to be constitute Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate aggre gate principal amount of Term Loans in an amount equal to 100% 1000o of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment[Reservedi.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower (on its behalf and on behalf of the Co-Borrower) in respect of Borrowing by the Co-Borrower shall cause offer to be prepaid prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans in an amount (on a pro rata basis) 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 Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended September 30, 20152009) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), fiscal year and (3ii) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2i) and (3ii), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that the ECF Percentage shall be 25% if the Senior Secured Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.0 to 1.0.
(ii) (A) If (1x) a the Parent Borrower or any of the Restricted Subsidiary of a Borrower Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed) (to the extent constituting a Disposition by a Restricted Subsidiary that is not a Loan Party or a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (fe), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (om), (q), (rn) or (t)-(vo), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a the Parent Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms (on its behalf and on behalf of the Intercreditor Agreements, cause Co-Borrower in respect of Borrowings by the Co-Borrower) shall offer to be prepaid prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (ybasis) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom realized or received; provided that, except as provided in Section 7.05(j)(iii), no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendmentdate, Term Loan Extension Request or any Incremental Amendment (given written notice to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment Administrative Agent of Term Loans pursuant its intent to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders reinvest in accordance with their respective Pro Rata Shares of such prepaymentSection 2.05(b)(ii)(B).
Appears in 1 contract
Sources: Credit Agreement (Axcan Intermediate Holdings Inc.)
Mandatory. Subject to the Intercreditor Agreement:
(i) Within Commencing with the fiscal year ending December 31, 2013, within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with minus the Fiscal Year ending February 26, 2015) minus (B) the sum amount of (1) all any voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) fiscal year of the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h2.03(a), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower Holdings or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (e▇), (f▇), (g▇), (h▇), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition▇), (k▇), (l▇), (o), (q), (r▇) or (t)-(vn), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds shall prepay an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Cash Proceeds received within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection with such Casualty Eventsclause (v) below); provided provided, however, that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu such prepayment shall only be required with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the documentation governing Loan Parties or such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis Subsidiary in accordance with the respective principal amounts thereof excess of $5,000,000 and (y) if with respect any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the time that any election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such prepayment would Disposition), and so long as no Default shall have occurred and be requiredcontinuing, the Parent Borrower is required to offer to repurchase Holdings or to prepay Permitted First Priority Refinancing Debt (such Subsidiary may reinvest all or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt), such purchase shall have been consummated (as certified by the Borrower in writing to the Other Applicable Indebtedness shall Administrative Agent), provided that any Net Cash Proceeds not exceed the amount of subject to 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 definitive agreement or so reinvested shall be allocated to the Term Loans in accordance with the terms hereof) immediately applied 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 as set forth in this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof2.03(b)(ii).
(iii) If a Borrower Upon the incurrence or issuance by Holdings or any Restricted Subsidiary incurs or issues of its Subsidiaries of any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above7.02), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by Holdings 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 Holdings or any of its Subsidiaries, and not otherwise provided for in clause (ii) or (iii) of this Section 2.03(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 of receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that (x) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the Loan Parties or such Subsidiary in excess of $5,000,000 and (y) 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 which is five (5) Business Days of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, Holdings or such Subsidiary may apply within 12 months after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceedscash proceeds (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt) 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 Loans as set forth in this Section 2.03(b)(iv).
(ivv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.3(b2.03(b) shall be applied ratably to the Facilities and to the next eight four (4) succeeding scheduled principal quarterly repayment installments to each Class thereof in direct order of Term Loans maturity and then ratably applied to prepay the remaining installments of each Class of Term principal on the Loans then outstanding (provided that (iincluding the final installment) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymenton a pro rata basis.
Appears in 1 contract
Sources: Term B Loan Credit Agreement (Remy International, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a) and The Borrower shall, on the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount earlier of Loans in an amount equal to (A) the Applicable ECF Percentage tenth day following the date on which the Borrower delivers to the Lender Parties the Required Financial Information and (B) 105 days after the end of Excess Cash Floweach Fiscal Year, if any, for the Excess Cash Flow Period covered by commencing with such audited Consolidated financial statements (commencing with for the Fiscal Year ending February 26December 31, 20152001 prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 50% of the amount of Excess Cash Flow for such Fiscal Year. Each prepayment of Advances required to be made pursuant to this clause (i) minus shall be applied to the Term Loan Facility and to the principal repayment installments thereof in inverse order of maturity on a pro rata basis.
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from:
(A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than (x) the assets listed in Schedule 2.06 and (y) any other property or assets expressly permitted to be sold, leased, transferred or disposed of under clause (i), (ii), (iii), (iv), (vi), (viii), (ix), (x) or (xi) of Section 5.02(d) and, except to the extent such reduction is expressly required thereunder, under clause (v) of Section 5.02(d);
(B) 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 clause (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiv), (xv) or (xvi) of Section 5.02(b) and Subordinated Debt permitted to be issued under Section 5.02(b)(xiii) and which is used to effect any acquisition permitted hereunder, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 120 days of such issuance to effect such acquisition and any such proceeds not so used by such 120th day shall be applied as a prepayment as provided herein); and
(C) the issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests therein (other than the issuance by the Borrower of Equity Interests (i) upon the conversion of the Convertible Preferred Securities upon exchange thereof for Convertible Subordinated Debentures and the immediate conversion of such Convertible Subordinated Debentures, as provided in the Convertible Securities Trust Agreement, (ii) to employees of the Borrower or its Subsidiaries in the ordinary course of business or (iii) to effect any acquisition permitted hereunder, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 120 days of such issuance to effect such acquisition 42 47 and any such proceeds not so used by such 120th day shall be applied as a prepayment as provided herein), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 100% of the amount of such Net Cash Proceeds. Each prepayment of Advances pursuant to this clause (ii) shall be applied to the Term Loan Facility and to the principal repayment installments thereof in inverse order of maturity on a pro rata basis.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) the sum of (1) the aggregate principal amount of all voluntary prepayments Revolving Credit Advances, Letter of Loans during Credit Advances and Swing Line Advances outstanding on such Fiscal Year pursuant to Section 2.3(a), Business Day and (2) the amount expended by aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any Purchasing Borrower Party to prepay any Loans permanent reduction thereof pursuant to Section 2.3(c) or Section 14.7(h2.05 on such Business Day), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing AmendmentThe Borrower shall, Term Loan Extension Request or any Incremental Amendment (on each Business Day, pay to the extent set forth Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), Business Day to equal the amount by which (A) each the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(v) Notwithstanding any of the other provisions of clause (ii) of this Section 2.06(b), so long as no Default under Section 6.01(a) or 6.01(f) or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment of Term Loans Loan Advances would otherwise be required to be made pursuant to clause (ii) of this Section 2.3(b) shall 2.06(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loan Advances on such date is less than or equal to $10,000,000, the next eight succeeding scheduled principal installments Borrower may defer such prepayment until the date that is ten Business Days after the aggregate amount of Net Cash Proceeds or other amounts otherwise required hereunder to each Class prepay Term Loan Advances and not previously so applied equals at least $10,000,000. Upon the occurrence of a Default under Section 6.01(a) or 6.01(f) or an Event of Default, the Borrower shall immediately prepay the Term Loans Loan Advances comprising part of the same Borrowings in the amount of all Net Cash Proceeds received by the Borrower and then ratably other amounts, as applicable, that are required to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental prepay Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentLoan Advances under this Section 2.06 but which have not previously been so applied.
Appears in 1 contract
Sources: Credit Agreement (Caremark Rx Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), the Parent Borrower Guarantor shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26fiscal year ended December 31, 201520112013) minus (B) the sum of (1) all the amount of any voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year solely to the extent the commitments under amount of the ABL Facility 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 andreduction), in the case amount of each any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the last day of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cashfour fiscal quarters was less than 2.50:1.
(ii) (A) If (1x) a Borrower the Parent Guarantor or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (rj) or (t)-(vm), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by a Borrower the Parent Guarantor or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, Guarantor 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 a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Parent Guarantor shall have given written notice to the receipt by such Borrower Administrative Agent of its intention to reinvest or such Restricted Subsidiary cause to be reinvested all or a portion of such Net Proceeds.
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Section 2.05(b)(ii)(B) (which election may only be made if no Event of such prepaymentDefault has occurred and is then continuing).
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the fiscal year ended December 31, 2020) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), Nielsen and the Parent Borrower Dutch Borrower, as applicable, shall cause to be prepaid an aggregate amount Dollar Amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans Revolving Credit Loans (under and as defined in the ABL Facility Existing Credit Agreement) during such Fiscal Year fiscal year to the extent that the commitments Revolving Credit Commitments (under and as defined in the ABL Facility Existing Credit Agreement) are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are not funded with Internally Generated Cash.the proceeds of Indebtedness; provided that, notwithstanding the foregoing, if at the time that any prepayment would be required under this clause (i) the applicable Loan Parties are required to prepay the Existing Term Loans with Excess Cash Flow (and the Existing Credit Agreement does not otherwise permit the pro rata payment of the Term Loans with Excess Cash Flow to be applied as set forth in clause (vi) of this Section 2.05(b)), the amount of prepayment required pursuant to this clause (i) shall not exceed the amount that would have been the pro rata share of the Term Loans of the Applicable ECF Percentage of Excess Cash Flow (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Existing Term Loans);
(ii) If (1A) a Borrower Covenant Party or any Restricted Subsidiary of a Borrower Covenant Party Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (ed), (fe) (other than any Disposition, directly or indirectly, to a Person that is not ▇▇▇▇▇▇▇ Holdings or any of its Subsidiaries to give effect to the Connect Transactions), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Dispositionl), (km), (ln), (o), (p) or (q)), (rB) or (t)-(v), (x)-(aa))the Company Disposes of any Collateral owned by it, or (2C) any Casualty Event occurs, which results in the realization or receipt by a Borrower such Covenant Party or any Restricted Subsidiary of Net Proceeds, Nielsen and the Parent Borrower shallDutch Borrower, subject to the terms of the Intercreditor Agreementsas applicable, 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 a Borrower such Covenant Party or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount Dollar Amount of Term Loans in an amount equal to 100% (xor 50% at any time the Total Leverage Ratio is less than 5.50 to 1.00) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Eventsreceived; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with that, notwithstanding the Liens securing the Obligations pursuant to the Intercreditor Agreementsforegoing, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, required under this clause (ii) the Parent Borrower is applicable Loan Parties are required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis the Existing Term Loans with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a (and the Existing Credit Agreement does not otherwise permit the pro rata basis payment of the Term Loans with such Net Proceeds to be applied as set forth in clause (vi) of this Section 2.05(b)), the amount of prepayment required pursuant to this clause (ii), (1) shall be 0% if the Existing Credit Agreement requires a prepayment with 100% of such Net Proceeds, and (2) shall not exceed the amount that would have been the pro rata share of the Term Loans of such Net Proceeds (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 Existing Term Loans) if 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 Existing Credit Agreement requires a prepayment with the terms hereof) to the prepayment less than 100% of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.Net Proceeds;
(iii) [Reserved]
(iv) If a Borrower any Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any Indebtedness after the Escrow Release Closing Date (x) that is intended to be Credit Agreement Refinancing Indebtednessother than, (y) that is in the case of any Covenant Party or any Restricted Subsidiary, Indebtedness not otherwise permitted to be incurred pursuant to prohibited under Section 10.3 or (z) notwithstanding clause (y7.03 and other than, in the case of the Company, any Permitted Holdings Debt), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness Nielsen and the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v)Dutch Borrower, (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above)applicable, the Parent Borrower shall cause to be prepaid an aggregate principal amount Dollar 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 Borrower Loan Party or such Restricted Subsidiary of such Net Proceeds.
(ivv) Except with respect [Reserved].
(vi) Notwithstanding anything in this Section 2.05(b) to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (the contrary and to the extent set forth in such Refinancing Amendmentpermitted by the Existing Credit Agreement pursuant to an amendment thereto after the date hereof, Term Loan Extension Request or Incremental Amendment as contemplated belowany prepayment required under clause (i), (Aii) each or (iv) of this Section 2.05(b) shall be applied on a pro rata basis to prepay the Term Loans and the Existing Term Loans (determined on the basis of the aggregate outstanding principal amount of such Term Loans and Existing Term Loans). Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied in direct order of maturity to the next eight succeeding scheduled principal installments repayments thereof required pursuant to each Class of Term Loans Section 2.07(a) or (b), as applicable; and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Shares, subject to clause (viii) of this Section 2.05(b).
(vii) Nielsen shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) 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 ▇▇▇▇▇▇▇’▇ prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(1) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2022, the Parent Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to 50% (Asuch percentage as it may be reduced as described below, the “ECF Percentage”) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1) all voluntary prepayments of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of Loans during such Fiscal Year prepayments pursuant to Section 2.3(a2.05(1)(e), (2) equal to the discounted amount expended by any Purchasing Borrower Party to prepay any actually paid in respect of the principal amount of such Term Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year only to the extent that such Loans have been cancelled),
(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the commitments extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the ABL Facility are permanently reduced control of remedies) and
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the amount of such payments andcorresponding Revolving Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (1i), (2ii) and (3iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary the proceeds of a Borrower Disposes of any property or assets Funded Debt (other than any Disposition Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results fiscal year shall only be required in the realization or receipt amount (if any) by a Borrower or any Restricted Subsidiary of Net Proceedswhich the ECF Payment Amount for such fiscal year exceeds $10.0 million, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case ECF Percentage shall be 25% if the Secured Net Leverage Ratio as of Dispositions described in clause (1) above, an amount the end of the fiscal year covered by such financial statements was less than 4.75 to 1.00 and greater than or equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley 4.50 to 1.00 and (y) in the case ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of Casualty Events described in clause (2) above, an amount equal the end of the fiscal year covered by such financial statements was less than 4.50 to 100% of such Net Proceeds received in connection with such Casualty Events1.00; provided that further that:
(x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (yA) if at the time that any such prepayment would be required, the Parent Borrower (or any Restricted Subsidiary) is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis Discharge Other Applicable Indebtedness with the Obligations) Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower (or any Restricted Subsidiary) may apply such Net Proceeds portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii2.05(2)(a) shall be reduced accordinglyaccordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); provided, further, that and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaidprepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms hereofof this Section 2.05(2)(a).
(iiii) If (x) the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or 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 Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Sale Percentage”) of all Net Proceeds realized or received; provided that (x) the Asset Sale Percentage shall be 50% if the Secured Net Leverage Ratio as of the most recently ended Test Period (calculated on a pro forma basis for such Asset Sale or Casualty Event and such prepayment) is less than 4.75 to 1.00 and greater than or equal to 4.25 to 1.00 and (y) the Asset Sale Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the most recently ended Test Period (calculated on a pro forma basis for such Asset Sale or Casualty Event and such prepayment) is less than 4.25 to 1.00; provided further that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i).
(ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business (which shall include any Permitted Investment pursuant to clause 3(a), (5) or (8)) within (x) twelve (12) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, within the later of (A) twelve (12) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (xi) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that is intended to be constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (yor Classes) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of a Disposition subject to clause (b) (ii) abovean exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Parent Borrower shall prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in an amount each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
(ivi) Except with respect to Loans incurred as otherwise set forth in connection with any Refinancing Amendment, Term Loan Extension Request Amendment or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(brequired by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the next eight succeeding scheduled outstanding principal installments amounts owing to each such Term Lender under such Class of Term Loans and then ratably shall be applied to the reduce such remaining scheduled installments of each principal within such Class of Term Loans then outstanding (in direct order of maturity; provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.that
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant If the Total Leverage Ratio is equal to Section 9.5(a) and the related Compliance Certificate has been deliveredor greater than 3.25:1.0, the Parent Borrower shall cause to be prepaid an aggregate amount Company shall, on the earlier of Loans in an amount equal to (A) the Applicable ECF Percentage Business Day following the date on which Holdings delivers to the Administrative Agent and the Lender Parties the Required Financial Information and (B) 90 days after the end of Excess Cash Floweach Fiscal Year, if any, for the Excess Cash Flow Period covered by commencing with such audited Consolidated financial statements (commencing with for the Fiscal Year ending February 26December 31, 2015) minus (B) 2002 prepay an aggregate principal amount of the sum Advances comprising part of (1) all voluntary prepayments the same Borrowings equal to 50% of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of Excess Cash Flow for such payments andFiscal Year. Each prepayment of Advances pursuant to this clause (i) shall be applied, in the case of each of the immediately preceding clauses (1), (2) and (3)first, to the extent such prepayments are funded with Internally Generated CashTerm 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 (vi) of this Section 2.06(b).
(ii) If (1) a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a), (b), (c), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower or any Restricted Subsidiary of Net Proceeds, the Parent Borrower The Company shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the date of receipt of the Net Cash Proceeds by such Borrower Holdings or such Restricted Subsidiary any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any property or assets ("Asset Dispositions") of Holdings or any of its Subsidiaries (other than (1) Asset Dispositions made pursuant to Section 5.02(e)(i), (ii), (vi) or (viii) or (2) Net Cash Proceeds which are reinvested within 180 days after receipt in assets used or useful in the business of Holdings and its Subsidiaries (including, for the avoidance of doubt, all Equity Interests in, or the property and assets comprising a division or business unit or all or a substantial part of the business of, any Person), or in respect of any reinvestment for which an expenditure of less than $5,000,000 is made, a binding contract in respect of application of such Net Proceeds.
proceeds is entered into within such six month period and the application thereof is made reasonably soon thereafter); (ivB) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request the incurrence or issuance by Holdings or any Incremental Amendment of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to (1) Section 5.02(b)(i) or (ii), or Section 5.02(b)(iii)(A), (D), (E), (F), (G), (H) and (I), and (2) Section 5.02(b)(iii)(J) to the extent such Net Cash Proceeds are expended within 180 days after receipt for the purchase or other acquisition of property and assets during such period (to the extent otherwise permitted to be expended under this Agreement); (C) the issuance or sale by Holdings or any of its Subsidiaries of any Equity Interests therein (other than Equity Interests permitted to be issued and sold under the Loan Documents and which are used for purposes permitted under the Loan Documents and are so applied to such permitted purposes within any permitted period specified in the Loan Documents) and (D) any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in subclause (ii)(A), (ii)(B) or (ii)(C) of this Section 2.06(b), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 100% of the amount of such Net Cash Proceeds included in subclauses (ii)(A), (ii)(B) and (ii)(D) of this Section 2.06(b) and 50% of the amount of such Net Cash Proceeds included in subclause (ii)(C) of this Section 2.06(b) which are not reinvested within 180 days after receipt in assets used or useful in the business of Holdings and its Subsidiaries (including, for the avoidance of doubt, all Equity Interests in, or the property and assets comprising a division or business unit or all or a substantial part of the business of, any Person). Each prepayment of Advances pursuant to this clause (ii) shall be applied, first, to the 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 such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), clause (Av) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment2.06(b).
Appears in 1 contract
Sources: Credit Agreement (Alpharma 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 9.5(a6.01(a) for each fiscal year of Holdings (commencing with the fiscal year ending December 31, 2011) and the related Compliance Certificate has been delivered(or is required to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) fiscal year minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.3(a), fiscal year and (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (3) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year fiscal year to the extent the commitments under the ABL Facility Revolving Credit Commitments are permanently reduced by the amount of such payments andpayments, in the case of each of the immediately preceding clauses (1), (2) and (32), to the extent such prepayments are funded with Internally Generated Cashthe Borrower’s internally generated cash.
(ii) If (1) a Borrower Holdings or any Restricted Subsidiary of a Borrower Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (b), (c), (d), (e), (f), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (o), (q), (r) or (t)-(vs), (x)-(aa)), ) or (2) any Casualty Event occurs, which results in the realization or receipt by a Borrower Holdings or any Restricted Subsidiary of Net Proceeds, the Parent Borrower shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Incremental Equivalent Debt have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the date of the realization or receipt by such Borrower Holdings or such any Restricted Subsidiary of such Net ProceedsProceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received.
(iii) If Holdings or any Restricted Subsidiary incurs or issues any (x) Permitted Refinancing Notes or (y) any other Indebtedness after the Closing Date (other than, in the case of this clause (y), Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on the date such Net Proceeds are received by Holdings or such Restricted Subsidiary.
(iv) Except with respect If Holdings or the Borrower issues any Equity Interests in a Qualified IPO, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans incurred in connection with an amount equal to 50% of all Net Proceeds received therefrom within five (5) Business Days of the date such Net Proceeds are received by Holdings or the Borrower.
(v) If for any Refinancing Amendmentreason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, Term Loan Extension Request the Borrower shall promptly prepay or any Incremental Amendment 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 such aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect.
(to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (Avi) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied to reduce future scheduled amortization payments required pursuant to Section 2.07(a) as directed by the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably Borrower by written notice to the remaining installments of each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans Administrative Agent at or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class the time of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be paid or, to the applicable Lenders in accordance with their respective Pro Rata Shares extent the Borrower has not provided such notice to the Administrative Agent at the time of such prepayment., in the direct
Appears in 1 contract
Sources: Credit Agreement (Styron Canada ULC)