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. (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 (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. (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 3 contracts
Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 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 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(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 (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. (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 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 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) The Borrower shall, not later than three Business Days after financial statements have been delivered 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 any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 9.5(a5.02(e));
(B) and the related Compliance Certificate has been delivered, incurrence or issuance by the Parent Borrower shall cause or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be prepaid incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied
as a prepayment as provided herein, or (c) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of Loans related transactions not in excess of $10,000,000), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds; provided however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) 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) 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 The Borrower or shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any 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 permanent reduction thereof pursuant to Section 10.3 or (z) notwithstanding clause (y2.05 on such 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 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 (Davita Inc), Credit Agreement (Davita 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) 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(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 (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 (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) The Borrower shall, not later than three Business Days after financial statements have been delivered 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 any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 9.5(a5.02(e));
(B) and the related Compliance Certificate has been delivered, incurrence or issuance by the Parent Borrower shall cause or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be prepaid incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of Loans related transactions not in excess of $10,000,000), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) 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) 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(c2.05 on such Business Day).
(iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 14.7(h2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the same Borrowings and (3) outstanding at such time until all voluntary prepayments such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C Cash Collateral Account to cash collateralize 100% of loans under the ABL Facility during Available Amount of all Letters of Credit outstanding at such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments time; and, in the case of each prepayments of the immediately preceding clauses Revolving Credit Facility required pursuant to clause (1), (2i) and (3), to the extent such prepayments are funded with Internally Generated Cash.
or (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 this Section 10.5(a2.06(b), (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 amountremaining, if any, after the prepayment in full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such net proceeds shall prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be allocated to retained by the Term Loans Borrower for use in accordance with the terms hereof) to the prepayment ordinary course of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtednessits business, and the amount Letter of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) Credit Facility shall be automatically and permanently reduced accordingly; providedas set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount funds 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 Issuing Bank 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 (Davita Inc), Credit Agreement (Davita 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) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent 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 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 May 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 Senior Secured Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.0 to 1.0 and greater than 3.5 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 3.5 to 1.0.
(ii) (A) If (11)(x) 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) (to the extent constituting 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), (on), (q), (ro) or (t)-(vp), (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 ProceedsCash Proceeds and (2) the Senior Secured Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event is greater than 4.0 to 1.0 (calculated on a Pro Forma Basis), the Parent Borrower shall, subject 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)(vi) and (b)(vii) 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 such all Net Cash Proceeds received in connection with such Casualty Eventsrealized or received; provided that (x) the Disposition Prepayment Percentage shall be 50% 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 Senior Secured 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 was less than or equal to 4.0:1.0 and greater than 3.0 to 1.0 and (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured Leverage Ratio for the for the Test Period immediately preceding such Permitted First Priority Refinancing Debt (Disposition or Permitted Refinancing thereof) required Casualty Event was less than or equal to be offered 3.0 to be so repurchased or prepaid1.0; provided, “Other Applicable Indebtedness”further, that, except as provided in Section 7.05(j)(iii), 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 no prepayment 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 of such prepaymentSection 2.05(b)(ii)(B).
Appears in 2 contracts
Sources: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, 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 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. (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 The Borrower shall, (5i) if it has delivered the notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or before the second Business Days after financial statements have been delivered Day following the delivery of notice by the Administrative Agent to the Lenders pursuant to the third sentence of such Section 9.5(aand (ii) and if it has not delivered the related Compliance Certificate has been deliverednotice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or before the Parent Borrower shall cause to be prepaid second Business Day following the 90th day following the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2013, prepay in accordance with Section 2.06(b)(iii), an aggregate principal amount of Loans the Advances in an amount equal to (A) if the Applicable ECF Percentage Leverage Ratio as of the end of such Fiscal Year shall be greater than 4.50 to 1.00, 50% of Excess Cash FlowFlow for such Fiscal Year or (B) if the Leverage Ratio as of the end of such Fiscal Year shall be equal to or less than 4.50 to 1.00 but greater than 3.75 to 1.00, if any, for the 25% 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 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 andYear, in the case of each of the immediately preceding clauses (1), (2A) and (3B), less the principal amount of voluntary prepayments made by the Borrower in accordance with the terms of Section 2.06(a) on the Advances under the Term A Facility, the Term B Facility and/or any Series of New Term Loans during such Fiscal Year and (C) if the Leverage Ratio as of the end of such Fiscal Year shall be equal to the extent or less than 3.75 to 1.00, 0% of Excess Cash Flow for such prepayments are funded with Internally Generated CashFiscal Year.
(ii) If The Borrower shall:
(1A) 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) (if it has delivered the notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on the second Business Day following the delivery of notice by the Administrative Agent 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 Lenders pursuant to the terms third sentence of such Section and (ii) if it has not delivered the Intercreditor Agreementsnotice specified by the first sentence of Section 2.06(b)(v) as set forth therein, cause to be prepaid on or prior to the date which that is ten (10) five Business Days after the date of the realization or receipt by a the Borrower or any Restricted Subsidiary of such its Subsidiaries of any Net Cash Proceeds described in clause (a) or (d) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of Loans the Advances in an amount equal to the amount of such Net Cash Proceeds in accordance with Section 2.06(b)(iii);
(xB) in on the case date of Dispositions receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds described in clause (1b) aboveof the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Advances in an amount equal to the Applicable Disposition Percentage amount of all such Net Cash Proceeds received from in accordance with Section 2.06(b)(iii);
(C) (i) if it has delivered the notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or before the second Business Day following the delivery of notice by the Administrative Agent to the Lenders pursuant to the third sentence of such Disposition Section and (excluding ii) if it has not delivered the proceeds from notice specified by the disposition first sentence of Section 2.06(b)(v) as set forth therein, on or before the second Business Day following the date of receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries described in clause (c) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Advances in an amount equal to the amount of such Net Cash Proceeds in accordance with Section 2.06(b)(iii); provided that in the case of each of clauses (A), (B) and (C) above, if any Net Cash Proceeds are received by a direct or indirect non-wholly owned Subsidiary of the Borrower, the amount of any such Net Cash Proceeds required to be prepaid pursuant to clause (A), (B) or (C), as applicable, shall be equal to the amount of such Net Cash Proceeds multiplied by the Borrower’s percentage ownership of the outstanding Equity Interests of the non-wholly owned Subsidiary receiving such Net Cash Proceeds.
(iii) Each such prepayment pursuant to Section 2.06(b)(i) or (ii), shall be applied first to the next eight scheduled amortization installments of the Term Loans and ratably among the different classes of Term Loans and thereafter ratably to the remaining scheduled amortization installments of the Term Loans and ratably among the different classes of Term Loans.
(iv) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 9.04(c). If any payment of Eurodollar Rate Advances otherwise required to be made under this 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 (and if so directed, the Administrative Agent shall) deposit such payment in or assets the Collateral Account until the last day of Casa Ley the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.
(v) The Borrower shall notify the Administrative Agent of the amount of any payment to be made pursuant to (x) Section 2.06(b)(i) not later than the 90th day following the end of each Fiscal Year and (y) Section 2.06(b)(ii)(A) and (C) not later than the Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any of the proceeds referred to in such Sections. If the Borrower fails to deliver any such notice as provided in the case previous sentence, the following provisions of Casualty Events described in clause this Section 2.06(b)(v) shall not apply. If the Borrower does deliver any such notice as so provided, the Administrative Agent shall promptly provide such notice to the Lenders. Each Lender may reject all or a portion of its pro rata share of any mandatory prepayment other than a mandatory prepayment pursuant to Section 2.06(b)(ii)(B) (2such declined amounts, the “Declined Proceeds” and such rejecting Lenders, the “Declining Lenders”) aboveof Term Loans required to be made pursuant to Section 2.06(b)(i) or (ii) by providing written notice (each, an amount equal a “Rejection Notice”) to 100% the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Net Proceeds received in connection with Lender’s receipt of notice from the Administrative Agent regarding 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 prepayment. Each Rejection Notice from a given Lender shall specify the Liens securing principal amount of the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause mandatory repayment of Term Loans to be prepaid and, rejected by such Lender. If a Lender fails to deliver a Rejection Notice 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 Administrative Agent within the time that any frame specified above or such prepayment would be required, Rejection Notice fails to specify 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 to be rejected, any such time; provided that failure will be deemed an acceptance of the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the total 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 mandatory prepayment of Term Loans pursuant to this Section 2.3(b) Loans. Any Declined Proceeds remaining thereafter shall be applied to retained by 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 Borrower (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“Retained Declined Proceeds”).
Appears in 2 contracts
Sources: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)
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 five Beginning with the fiscal year ending December 31, 2016, within 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 Borrowers 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 (I) the excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in the case of Dispositions described in clause clauses (1vi) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition and (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley ix) below) and (y) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and accompanied by a permanent reduction in the case Revolving Credit Commitment equal to the amount of Casualty Events described such prepayment pursuant to Section 2.06(a);
(ii) If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (p) or pursuant to a transaction not otherwise permitted by Section 7.05 which results in clause (2) abovethe realization by such Person of Net Cash Proceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds received within five (5) Business Days 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 Borrowers (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 Borrowers 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 and so long as no Default shall have occurred and be continuing, 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 Loan Party or such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (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 two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers 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 Borrower [Intentionally Omitted].
(iv) Upon the incurrence 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 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 Borrowers 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 immediately upon receipt thereof by such Loan Party or prior such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Casualty/Condemnation Receipt received by or paid to or for the date which is account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after the receipt thereof by such Borrower Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Except with respect Each prepayment of Loans pursuant to Loans incurred the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in connection with direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) Notwithstanding any Refinancing Amendmentother provisions of this Section 2.05(b), Term Loan Extension Request or any Incremental Amendment (i) to the extent set forth in such Refinancing Amendment, Term Loan Extension Request that any of or Incremental Amendment as contemplated belowall the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (Aa “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) each Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of Term the 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 (extent 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 herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any Class of Incremental Term or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Extended Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans or Other Term Loans may specify that one or more other Classes of Loans may with such proceeds which will 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 applied in accordance with their respective Pro Rata Shares of such prepaymentSection 2.05(a)(i).
Appears in 2 contracts
Sources: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)
Mandatory. (i) Within five (5) Business Days after financial statements have the applicable Compliance Certificate has been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been delivered6.02(a), the Parent 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 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, 20152012) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year fiscal year 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), 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 Senior Secured Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 2.25 to 1.00 and greater than or equal to 1.75 to 1.00 and (y) the ECF Percentage shall be 0% if the Senior Secured Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 1.75 to 1.00.
(ii) (A) If (11)(x) 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) (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), ) or (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 ProceedsCash Proceeds and (2) the Senior Secured Leverage Ratio as of the end of the Test Period immediately preceding such Disposition or Casualty Event is greater than 2.00 to 1.00 (calculated on a Pro Forma Basis), the Parent Borrower shall, subject 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 clause (b)(vi) 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% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received (or, at the option of the Borrower, use such Net Cash Proceeds received in connection with such Casualty Eventsto prepay Revolving Credit Loans, Cash Collateralize outstanding L/C Obligations and permanently reduce outstanding Revolving Credit Commitments); provided that (x) 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 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 Senior Secured Leverage Ratio as 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 end of the documentation governing such Indebtedness with the net proceeds of Test Period immediately preceding such Disposition or Casualty Event was less or equal to 2.00 to 1.00 and greater than 1.50 to 1.00 and (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereofy) required to the Disposition Prepayment Percentage shall be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then 0% if the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis Senior Secured Leverage Ratio as of the aggregate outstanding principal amount end of the Term Loans Test Period immediately preceding such Disposition or Casualty Event was less than 1.50 to 1.00; 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 thereofprovided, and the remaining amount, if any, of such net proceeds further that:
(1) no prepayment 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) with respect to such portion of such Net Cash Proceeds that the Borrower shall be reduced accordingly; providedhave, furtheron or prior to such date, that given written notice to the extent the holders Administrative Agent of Other Applicable Indebtedness decline its intent 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 reinvest in accordance with the terms hereof.Section 2.05(b)(ii)(B) (which notice may be provided only if no Event of Default under Section 8.01(a) or Section 8.01(f) has occurred and is then continuing);
(iii2) If a with respect to Net Cash Proceeds received by the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after in connection with a Disposition in the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred form of an exchange of like property pursuant to Section 10.3 or (z) notwithstanding clause (y7.05(n), that is Indebtedness permitted by Section 10.3(v) (other than no prepayment shall be required so long as (A) Indebtedness the proceeds no Event of which are applied to repay Indebtedness previously incurred under Section 10.3(v), Default has occurred and is then continuing and (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 aggregate amount of such Material Real Property Net Cash Proceeds not applied pursuant to this clause (2) does not exceed $100,000,000 in the aggregate (and thereafter only Net Cash Proceeds in excess of such amount shall be required to be so applied); and
(C3) Indebtedness the proceeds of which are used with respect to Net Cash Proceeds received by a Real Estate Subsidiary to pay the purchase price to the Borrower or a any 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 (Disposition other than pursuant to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowSection 7.05(n), no prepayment shall be required so long as (A) each prepayment no Event 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 Default has occurred and is 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 continuing and (B) each the aggregate amount of such prepayment Net Cash Proceeds not applied pursuant to this clause (3) does not exceed (x) with respect to Net Cash Proceeds received in connection with the sale or issuance of Equity Interests in Restricted Subsidiaries to Hospital Investment Program Participants (“Syndication Proceeds”) pursuant to Section 7.05(r), $40,000,000 per fiscal year (and thereafter only Net Cash Proceeds in excess of such amount shall be paid required to the applicable Lenders be so applied) and (y) with respect to all other Net Cash Proceeds received in accordance connection with their respective Pro Rata Shares Dispositions (including Syndication Proceeds in excess of $40,000,000 per fiscal year), $75,000,000 per fiscal year (and thereafter only Net Cash Proceeds in excess of such prepaymentamount shall be required to be so applied).
Appears in 2 contracts
Sources: Credit Agreement (IASIS Healthcare LLC), Credit Agreement (IASIS Healthcare 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 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 the excess (if any) of (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Consolidated Excess Cash Flow Period for the fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) (to the extent that such repayment is accompanied by a reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (vi) and (viii) below; provided that (1) all voluntary prepayments of Loans such percentage shall be reduced to zero during such Fiscal Year pursuant times as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than 3.00 to Section 2.3(a)1.00, as evidenced by the most recently delivered Compliance Certificate and (2) any such prepayment shall be pro rated for the amount expended by any Purchasing Borrower Party fiscal year ending July 31, 2010 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 reflect that portion of such payments and, in fiscal year that occurred during the case term of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cashthis Agreement.
(ii) If (1) 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(a7.05 (except pursuant to Section 7.05(h), (b), (c), (e), (f), (g), (h), (i) (solely 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 Dispositionrequired therein), (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 such Person of Net ProceedsCash Proceeds in excess of an aggregate amount of $5,000,000 per fiscal year, 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 excess of such Casualty Events; provided that $5,000,000 immediately upon receipt thereof by such 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 interestvi) on a pro rata basis in accordance with the respective principal amounts thereof and (yviii) 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”below), 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 Upon the sale or issuance by the Borrower 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 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 Excluded Issuances and any sales or issuances of which are applied Equity Interests 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) aboveanother Loan Party), 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 immediately upon receipt thereof by the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of (such Net Proceedsprepayments to be applied as set forth in clauses (vi) and (viii) below).
(iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request Upon the incurrence or issuance by the Borrower or any Incremental Amendment of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the extent 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 such Refinancing Amendmentclauses (vi) and (viii) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, Term Loan Extension Request or Incremental Amendment as contemplated belowand not otherwise included in clause (ii), (Aiii) each or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below).
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term Loan Facility (or if such prepayment occurs prior to the Initial Funding Date, the Term Loan Commitment shall be reduced by an amount equal to such required prepayment) and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b).
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.3(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. 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 Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Diamond Foods Inc), Credit Agreement (Diamond Foods Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) (commencing with the delivery of the financial statements for the fiscal year ended November 30, 2008) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount 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 Period fiscal year covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus 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 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), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the case of each ECF Percentage shall be 25% if the Consolidated Leverage Ratio as at the end of the immediately preceding clauses (1), (2) fiscal year covered by such financial statements is less than or equal to 2.50:1.00 and greater than 2.00:1.00 and (3), B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the fiscal year covered by such financial statements is less than or equal to the extent such prepayments are funded with Internally Generated Cash2.00:1.00.
(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 clause (h) 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 to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) within five Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds Cash Proceeds, prepay 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 (such prepayments to be applied as set forth in connection clause (iv) below); provided, however, that, with such respect to any Net Cash Proceeds realized under a Disposition or a Casualty Events; provided that Event 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 fifth Business Day after the terms date of the documentation governing receipt of such Incremental Equivalent DebtNet Cash Proceeds), cause such Incremental Equivalent Debt to and so long as no 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 assets useful for its business (including any Permitted Acquisitions) within (A) 9 months after the receipt of such Net Cash Proceeds or (B) if the Borrower or such Subsidiary enters into a contract to reinvest all or any portion of such Net Cash Proceeds in such assets within 9 months of the receipt thereof, 12 months after the receipt of such Net Cash Proceeds (in each case, as certified by the Borrower in writing to the 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 definitive agreement or so reinvested (or no longer intended to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds 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 incurrence or issuance by the Borrower 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 Term 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 or such Restricted Subsidiary of (such Net Proceedsprepayments to be applied as set forth in clause (iv) below).
(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 the foregoing provisions of this Section 2.3(b2.05(b) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the next eight succeeding scheduled principal repayment installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (thereof on a pro-rata basis; 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 applied first to Base Rate Loans to the applicable Lenders full extent thereof before application to Eurodollar Rate Loans, in accordance with their respective Pro Rata Shares each case in a manner that minimizes the amount of such prepaymentany payments required to be made by the Borrower pursuant to Section 3.05.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 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 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(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) 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 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 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(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 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(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. Subject to the repayment in full of all outstanding First Lien Obligations and the termination or satisfactory cash collateralization of all commitments and letters of credit issued in respect of the First Lien Credit Agreement (unless such repayment obligation is waived by the requisite lenders party thereto or otherwise permitted thereunder, in each case in accordance with its terms) and without premium or penalty, except for the Call Premium, if any,
(i) Within 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 Term Loans in an amount equal to (A) the Applicable ECF Percentage 50.0% 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 statements; provided that such percentage shall be reduced to 25.0% 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)Excess Cash Flow if, and (3) all voluntary prepayments for so long as, the Consolidated 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 last day 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.fiscal year is less than 3.50:1.00;
(ii) If (1) a Borrower if Holdings or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property properties or assets (other than any Disposition of any property properties or assets permitted by Section 10.5(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇)(▇), (c▇), (e▇), (▇), (▇), (▇), (▇), (▇) and (p)) which in the aggregate results in the realization by Holdings and its Subsidiaries during any fiscal year of Net Cash Proceeds (determined as of the date of receipt) in excess of $10,000,000 in the aggregate (excluding any amount thereof to the extent reinvested or held for reinvestment pursuant to the first proviso below and subject to the second proviso) the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the amount of all such Net Cash Proceeds promptly (but in any case within ten Business Days) after receipt thereof by Holdings or such Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition permitted by Section 7.05(b)(ii), (f), (g), (h), (ij), (l) and (n) through (o), at the option of the Borrower (as elected by the Borrower in writing 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 Administrative Agent within 10 Business Days of such Disposition), (k)and so long as no Event of Default shall have occurred and be continuing, (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 may reinvest all 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 Cash Proceeds allocated in operating assets of the Borrower or any Subsidiary Guarantor, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated and paid in cash (as certified by the Borrower in writing to the Other Applicable Indebtedness shall Administrative Agent); provided further, however, that any Net Cash Proceeds not exceed the amount of so reinvested within 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 period shall be allocated to the Term Loans in accordance with the terms hereof) immediately thereafter applied to the prepayment of the Term Loans as set forth in this Section 2.05; and provided, still further, that notwithstanding the foregoing, to the repurchase or prepayment of Other Applicable Indebtednessextent that the Borrower has requested, and the amount of prepayment pursuant to Section 2.05(b)(ii) of the Term Loans First Lien Credit Agreement, that would have otherwise been required pursuant any Net Cash Proceeds from any Permitted Sale and Leaseback Transaction be used to this Section 2.3(b)(iiprepay the Facility, the Borrower shall, so long as (x) before and after giving effect to such prepayment no “Default” or “Event of Default” (under and as defined in the First Lien Credit Agreement) shall have occurred and be reduced accordingly; providedcontinuing and (y) on the date of such prepayment, furtherafter giving pro forma effect thereto, the Consolidated Leverage Ratio shall be less than 5.00:1.00, apply such Net Cash Proceeds to prepay the Facility (it being understood that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaidconditions set forth in subclause (x) and subclause (y) shall not be fulfilled, the declined amount Net Cash Proceeds from any Permitted Sale and Leaseback Transaction shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied used to prepay any loans outstanding under the Term Loans First Lien Credit Agreement in accordance with the terms hereof.therewith);
(iii) If a Borrower within five Business Days of the sale by Holdings or any Restricted Subsidiary incurs of its Subsidiaries of capital stock or issues any Indebtedness after other Equity Interests (other than the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred sale of such capital stock or other Equity Interests pursuant to Section 10.3 or (z7.06(f) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (and 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 provided for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to in clause (b) (ii) above), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to 50.0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary; provided that such percentage shall be reduced to 25.0% of such Net Cash Proceeds if, and for so long as, the Consolidated Leverage Ratio as of the last day of the most recently completed Measurement Period is less than 3.50:1.00;
(iv) within five Business Days after the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02(a)(A), (a)(B), (b)(A), (b)(B), (b)(C), (b)(D), (b)(E), (b)(F), (b)(G), (b)(H), (b)(I), (b)(J), (b)(K), (b)(L) or (b)(M)) in excess of $5,000,000 per fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on immediately upon receipt thereof by Holdings or prior to the date which is such Subsidiary; and
(v) within five (5) Business Days after of any Extraordinary Receipt received by or paid to or for the receipt by such Borrower account of Holdings or such Restricted Subsidiary any of such Net Proceeds.
its Subsidiaries and not otherwise included in clause (ii), (iii) or (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 belowof this Section 2.05(b), (A) each prepayment the Borrower shall prepay an aggregate principal amount of Term Loans pursuant equal to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class 100.0% 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 all 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 received therefrom immediately upon receipt thereof by Holdings 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 prepaymentSubsidiary.
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), solely with respect to any fiscal year (commencing no earlier than the fiscal year ending December 31, 2020) for which the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was greater than 4.75 to 1.00, 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 25% (Asuch percentage as it may be adjusted 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, Permitted Incremental Equivalent Debt, and any other Indebtedness in the commitments form of notes or term loans, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the 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 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 Indebtedness under 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 Revolving Facility 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 Eventsother revolving credit facilities); 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 a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the Intercreditor Agreements, then amount (if any) by which the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing ECF Payment Amount for 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 fiscal year exceeds $10,000,000 and (y) the ECF Percentage shall be 50% if the First Lien Net Leverage Ratio as of the last day of such fiscal year covered by such financial statements exceeds 5.00 to 1.00; provided further that:
(A) 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 (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 3.75 to 1.00 and greater than 3.25 to 1.00 and (y) the Net Proceeds Percentage shall be 25% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 3.25 to 1.00; provided further that
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge 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) eighteen (18) 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 eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been made no earlier than the earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); provided further that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (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 or any Amendment, Incremental Amendment (to the extent set forth or an amendment in such Refinancing Amendmentrespect of Replacement Loans, 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 (subject to Section 2.05(c)) after the date the Borrower is required to deliver financial statements have been delivered pursuant to Section 9.5(a6.01(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 the amount by which (Ai) 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 fiscal year ending February 26March 31, 20152008) minus exceeds (Bii) the sum aggregate amount of (1) all voluntary prepayments of the 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), 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 that any prepayment of the Revolving Credit Loans resulted in corresponding permanent reductions of Revolving Credit Commitments, Revolving Credit Loans made during such prepayments are fiscal year pursuant to Section 2.05(a), in each case to the extent such payments were not and have not been funded with Internally Generated Cashadditional Indebtedness and are not otherwise financed; provided that (A) the percentage in this Section 2.05(b)(i) shall be reduced to 25% if the Consolidated Leverage Ratio on the date of prepayment (prior to giving effect thereto) is no greater than 2.5 to 1.0 but greater than 1.5 to 1.0 and (B) no prepayment shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio on the date of prepayment (prior to giving effect thereto) is not greater than 1.5 to 1.0.
(ii) If (1) a Borrower any Loan Party or any Restricted Subsidiary of a Borrower its Subsidiaries Disposes of any property or assets (including proceeds from the sale of Equity Interests in any Subsidiary of the Borrower and insurance and condemnation proceeds) (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)-(vk), (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 $6,000,000 for all such sales, the Parent Borrower shall, shall immediately (subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10Section 2.05(c)) 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 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; provided, however, that, with respect to any Net Cash Proceeds received realized under a Disposition described in connection with such Casualty Events; provided that this Section 2.05(b)(ii), (xA) if any Incremental Equivalent Debt have been issued 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 AgreementsAdministrative Agent on or prior to the date of such Disposition), then and so long as no Event of Default shall have occurred and be continuing, 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 (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 (1) 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 (2) 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 that are not subject to such definitive agreement within the terms thereof, and applicable timeframe set forth above or that are not so reinvested within the remaining amount, if any, of such net proceeds applicable timeframe 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 as set forth in this Section 2.05; and to the repurchase or prepayment of Other Applicable Indebtedness, and (B) 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 hereof2.05(b)(ii).
(iii) If a Borrower Upon the incurrence or issuance by any Loan Party or any Restricted Subsidiary incurs or issues of its Subsidiaries of any Indebtedness after of the Escrow Release Date type referred to in clause (xa) that is intended to be Credit Agreement Refinancing of the definition of “Indebtedness, ” (y) that is not otherwise other than Indebtedness 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 on or prior immediately (subject to the date which is five (5Section 2.05(c)) Business Days after the upon receipt thereof by such Borrower any Loan Party or such Restricted Subsidiary of such Net ProceedsSubsidiary.
(iv) Except with respect If for any reason the Total Outstandings under the Revolving Credit Facility at any time exceed the Revolving Credit Commitments then in effect, the Borrower shall immediately prepay the Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.
(v) Each mandatory prepayment of Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (pursuant to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowSection 2.05(b)(i), (Aii) each or (iii) shall be applied on a pro rata basis to the remaining principal repayment installments due in respect of the Terms Loans of the Term Lenders that accept such prepayments until all such installments are paid in full. Each such mandatory prepayment of Loans shall be applied, first, on a pro rata basis to the then outstanding Term Loans being prepaid, irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurodollar 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(c), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are Base Rate Loans to the full extent thereof before application to Term Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05(a), and, thereafter, ratably to the Revolving Credit Facility without a permanent reduction in the Revolving Credit Commitments.
(vi) Prepayments of 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 prepay L/C Borrowings outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness at such time until all such L/C Borrowings are paid in full, second, shall be applied solely to each applicable Class 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 Refinanced Debt and prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) any Class or (iii) of Incremental Term Loansthis Section 2.05(b), Extended Term the amount remaining, if any, after the prepayment in full of all Loans or Other Term Loans may specify that one or more other Classes of Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full may be prepaid prior to retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit which has been Cash Collateralized, such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment funds 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 Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
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Sources: Senior Secured Credit Agreement (Quantum Corp /De/)
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);
Appears in 1 contract
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.
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)(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);
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(a) and The Borrower shall, on the related Compliance Certificate has been delivered90th day following the end of each Fiscal Year commencing with the 2003 Fiscal Year, the Parent Borrower shall cause to be prepaid 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 amount of Excess Cash Flow, if any, Flow in excess of $5,000,000 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 CashYear.
(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 of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) within two Business Days after the date of receipt of the realization Net Cash Proceeds by the Borrower, BTI or receipt by a any Subsidiary of the Borrower or BTI from (A) the sale, lease, transfer or other disposition of any Restricted assets of the Borrower, BTI or any Subsidiary of such Net Proceeds the Borrower or BTI (other than leases in the ordinary course of business or any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iv) or (v) of Section 5.02(e)) and (B) any Extraordinary Receipt received by, or paid to, or for the account of, the Borrower, BTI or any Subsidiary of the Borrower or BTI and not otherwise included in clause (A) above, prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings 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 thereofNet Cash Proceeds.
(iii) The Borrower shall, 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) two Business Days after the date of such rejection) be applied receipt, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to prepay 33.33% of the Term Loans in accordance with proceeds received on account of any offering of any Equity Interests of the terms hereof.
(iii) If a Borrower Parent or any Restricted Subsidiary incurs other Loan Party on or issues after September 30, 2004, except for Equity Interests consisting 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 Reorganization Securities, (B) Merger Agreement Securities, (C) Common Stock of the Parent, the proceeds of the issuance and sale of which are applied to repay Indebtedness previously incurred under Section 10.3(vrefinance the Series A Preferred Stock or Series B Preferred Stock at not more than 100% of liquidation value plus accrued dividends, or (D) Equity Plan Securities.
(iv) The Borrower shall, within two Business Days after the date of receipt (or if later, within two Business Days after the Amendment Effective Date), (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 the Advances comprising part of the same Borrowings in an amount equal to 100the Net Advance Payments received by the Borrower under indefeasible right to use agreements relating to excess raised floor space at the e/\deltacom facility located in Suwanee, Georgia, which are entered into by the Borrower after August 22, 2002; provided, that until NTFC and General Electric Capital Corporation (solely in its capacity as lessor under the GE Capital Lease) have received payment of an aggregate of $6,000,000 under the NTFC Capital Lease and the GECC Capital Lease since October 29, 2002, as contemplated under Section 1(a)(ii) of the Capital Lease Amendment, the Borrower shall prepay to the Lenders only 75% of all the amount of such Net Proceeds received therefrom on Advance Payments.
(v) The Borrower shall, within 60 days after the date of the applicable Financial Covenants Certificate, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount by which the actual Capital Expenditures set forth therein exceeds the maximum Capital Expenditures for such period, as set forth in Section 5.02(q).
(vi) The Borrower shall, within 60 days after the date of the applicable Financial Covenants Certificate, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount necessary to reduce the amount of Advances, as the case may be, so that the Senior Debt Ratio or prior the Total Leverage Ratio shall no longer exceed the maximum Senior Debt Ratio or the maximum Total Leverage Ratio, as applicable, or so that the Interest Coverage Ratio shall no longer be less than the minimum Interest Coverage Ratio, in each case for the applicable period as set forth in Section 5.02(q).
(vii) All prepayments under this subsection (b) shall be made together with accrued interest 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 prepayment on 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) principal amount prepaid and 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 Facility and (ii) any Class to each Lender under each such Facility based upon the outstanding principal amount 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 Advances payable to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans Lenders thereunder and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepaymentinstallments thereof on a pro rata basis.
Appears in 1 contract
Sources: Credit Agreement (Itc Deltacom 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)
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 delivered90th day following the end of each Fiscal Year commencing with the 2002 Fiscal Year, the Parent Borrower shall cause to be prepaid 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 amount of Excess Cash Flow, if any, Flow in excess of $5,000,000 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 CashYear.
(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 of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) within two Business Days after the date of receipt of the realization or receipt Net Cash Proceeds by a the Borrower or any Restricted Subsidiary of such Net Proceeds its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than leases in the ordinary course of business or any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iv) or (v) of Section 5.02(e)) and (B) any Extraordinary Receipt received by, or paid to, or for the account of, the Borrower or any of its Subsidiaries and not otherwise included in clause (A) above, prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings 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 thereofNet Cash Proceeds.
(iii) The Borrower shall, 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) two Business Days after the date of such rejection) be applied receipt, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to prepay 33.33% of the Term Loans in accordance with proceeds received on account of any offering of any Equity Interests of the terms hereof.
(iii) If a Borrower Parent or any Restricted Subsidiary incurs other Loan Party on or issues after September 30, 2004, except for Equity Interests consisting of any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing IndebtednessReorganization Securities, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y)common stock of the Parent, that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of the issuance and sale of which are applied to repay Indebtedness previously incurred under Section 10.3(vrefinance the Series A Preferred Stock at not more than 100% of liquidation value plus accrued dividends, or (z) Equity Plan Securities.
(iv) The Borrower shall, within two Business Days after the date of receipt (or if later, within two Business Days after the Amendment Effective Date), (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 the Advances comprising part of the same Borrowings in an amount equal to 100the Net Advance Payments received by the Borrower under indefeasible right to use agreements relating to excess raised floor space at the e-deltacom facility located in Suwanee, Georgia, which are entered into by the Borrower after August 22, 2002; provided, that until NTFC and GECC have received payment of an aggregate of $6,000,000 under the NTFC Capital Lease and the GECC Capital Lease, as contemplated under Section 1(a)(ii) of the Capital Lease Amendment, the Borrower shall prepay to the Lenders only 75% of all the amount of such Net Proceeds received therefrom on or prior Advance Payments.
(v) The Borrower shall, within 60 days after the date of the applicable Financial Covenants Certificate, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount by which the actual Capital Expenditures set forth therein exceeds the maximum Capital Expenditures for such period, as set forth in Section 5.02(q)(i).
(vi) The Borrower shall, within 60 days after the date of the applicable Financial Covenants Certificate, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount necessary to reduce the amount of Senior Debt so that the Senior Debt Ratio no longer exceeds the Senior Debt Ratio for the applicable period, as set forth in Section 5.02(q)(ii).
(vii) All prepayments under this subsection (b) shall be made together with accrued interest 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 prepayment on 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) principal amount prepaid and shall be applied ratably to each Facility and 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 prepaymentthereof on a pro rata basis.
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Sources: Credit Agreement (Itc Deltacom 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 (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 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 5.25:1; 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 4.00:1.
(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), ▇) or (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 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 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 of such prepayment.Section
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, 2012) 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) 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 or repurchases of Term Loans during such Fiscal Year made pursuant to Section 2.3(a), 2.05(a) or (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(cc) or Section 14.7(h10.07(k) during such Excess Cash Flow Period or after year-end and prior to when such Excess Cash Flow prepayment is due, in an amount equal to, in the case of Section 2.05(c) or Section 10.07(k), the amount actually paid in respect of the principal amount of such Term Loans, and (32) all voluntary prepayments of loans under the ABL Facility Revolving Credit Loans during such Fiscal Year Excess Cash Flow Period 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 (32), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness.
(ii) If (1) a Holdings, 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 pursuant to Section 10.5(a7.05(g), (bm), (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), (rn) or (t)-(v), (x)-(aa)), s) or (2) any Casualty Event occurs, which results in the realization or receipt by a Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries 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 Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries of such Net Proceeds 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 Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries 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 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 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 Holdings, the Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) Except with respect If for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans incurred and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment 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 ratably to each Class of Term Loans and then ratably outstanding, at the option of the Borrower, (A) to the remaining principal repayment installments thereof on a pro rata basis (excluding the installment due on the Maturity Date) or (B) first, in direct order of each Class of Term Loans then outstanding maturity, to the next succeeding eight (8) quarterly principal repayment installments thereof that are due pursuant to Section 2.07(a) and, second, to the remaining principal repayment installments thereof on a pro rata basis (excluding the installment due on the Maturity Date); 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 Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each . Each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (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 aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii) and (iii) 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
Sources: Credit Agreement (Res Care Inc /Ky/)
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) for the fiscal year ended December 31, 2014 and each fiscal year thereafter 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 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 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), (22.05(a)(i) and an amount equal to the discounted amount expended actually paid by any Purchasing the Borrower Party to prepay any in respect of the principal amount of Term Loans voluntarily prepaid pursuant to Section 2.3(c2.05(a)(iv) during the applicable fiscal year or Section 14.7(h), during the period after such year-end but before the Excess Cash Flow payment is due and made so long as (i) such prepayment is not deducted in the following fiscal year and (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 the percentage of Excess Cash Flow required to be applied in any given fiscal year as a prepayment will be subject to (1) a step-down to 25% if the Borrower’s Consolidated Leverage Ratio is less than or equal to 3.25:1:0 as of the end of such fiscal year and (2) a step-down to 0% if the Borrower’s Consolidated Leverage Ratio is less than or equal to 2.75:1:0 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(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), (lm) and (n) provided that the exclusion for Section 7.05(k) shall only apply to the first $35,000,000 of Net Cash Proceeds received by the Borrower after the Closing Date from Dispositions of property pursuant to such Section and all Net Cash Proceeds in excess of such amount shall be applied as set forth in this Section 2.05(b)(ii), (o), (q), (r) 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 ProceedsCash Proceeds in excess of $5,000,000 for any occurrence, 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 five Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection with such Casualty Eventsclauses (v) and (viii) below); provided that provided, however, that, 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 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 date such prepayment would be required, the Parent Borrower is required to offer to repurchase be made), and so long as no Default or to prepay Permitted First Priority Refinancing Debt (Event of Default shall have occurred and be continuing, the Borrower or 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 of the Borrower or its Subsidiaries so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a binding agreement to reinvest shall have been entered into within such 365 day period and such reinvestment shall have been made within 455 days after receipt of such Net Cash Proceeds) (as certified by the Borrower in writing to the Other Applicable Indebtedness shall Administrative Agent); and provided further, however, that any Net Cash Proceeds 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 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 incurrence or issuance by the Borrower or any Restricted Subsidiary incurs or issues of its Subsidiaries of any Indebtedness after the Escrow Release Date (x) that is intended to be Specified Prepayment Debt, Credit Agreement Refinancing Indebtedness, Indebtedness or other 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 (or, in an amount the case of Specified Prepayment Debt and Credit Agreement Refinancing Indebtedness, the Term Loans being refinanced) 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 or such Restricted Subsidiary of (such Net Proceedsprepayments to be applied as set forth in clauses (v) and (viii) below).
(iv) [Reserved].
(v) Except with respect to Loans incurred as may otherwise be set forth in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (Additional Facility Joinder Agreement and subject to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowSection 2.05(b)(ix), (A) each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.3(b2.05(b) shall be applied ratably to each of the Term B Facility and the Term C Facility and to the next eight succeeding scheduled principal repayment installments to each Class thereof in direct order of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (maturity; 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 Term Debt.
(vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess in accordance with Section 2.05(b)(viii).
(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Term Facilities). Any Term Lender (a “Declining Term Lender”) may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment (other than any mandatory prepayment with the proceeds of any Specified Prepayment Debt and any Credit Agreement Refinancing Indebtedness) otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to this Section 2.05(b) not be made (iithe aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). Any Declining Term Lender may elect, by delivering, not less than one (1) any Class Business Day prior to the proposed prepayment date, a written notice, that such Lender’s ratable portion of Incremental such Declined Prepayment Amount not be applied to 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 of Loans Lenders shall instead be retained by the Borrower and 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 used pursuant to the applicable Lenders Available Amount. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with their respective Pro Rata Shares of such prepaymentthis subclause (ix) to prepay loans in accordance with Section 2.05(a) above.
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) (commencing with the financial statements and certificate in respect of the fiscal year ending September 30, 2009) and provided that the Consolidated Leverage Ratio as set forth in such Compliance Certificate is 2.50 to 1.00 or greater, the 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 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) (2) the amount expended by any Purchasing Borrower Party such prepayments 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, be applied as set forth in the case of each of the immediately preceding clauses (1), (2v) and (3viii) below), to the extent such prepayments are funded with Internally Generated Cash.
(ii) If (1) 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), (b7.05(b), (c), (ed), (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), (re) 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 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 promptly, but in connection any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30 day period provided below (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of such Casualty EventsDisposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed; provided provided, further, however, that with respect to Dispositions pursuant to Section 7.05(h), (x) if any Incremental Equivalent Debt have been issued the Borrower or such Subsidiary may only reinvest up to 50% of such Net Cash Proceeds which do not 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 aggregate for all Dispositions under such Section exceed 5% 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 Borrower’s Consolidated Total Assets as of the respective principal amounts thereof end of the immediately preceding fiscal quarter; 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 remaining 50% of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall and any Net Cash Proceeds not exceed the amount so reinvested and 100% of such net proceeds required to be allocated to Net Cash Proceeds for Dispositions under such Section in excess of 5% of the Other Applicable Indebtedness pursuant to Borrower’s Consolidated Total Assets as of the terms thereof, and end of the remaining amount, if any, of such net proceeds immediately preceding fiscal quarter 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 (A) Upon the incurrence or issuance by the Borrower 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 7.02 except for 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), (B7.02(j) 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 in excess of the acquisition first $250,000,000 incurred thereunder, as to which this Section 2.05(b)(iii) shall apply to such amounts in excess 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$250,000,000), 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 promptly, but in any event within five (5) Business Days 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.receipt
Appears in 1 contract
Sources: Credit Agreement (Ashland Inc.)
Mandatory. (i) Within five (5) Business Days after the date the Borrower is required to deliver financial statements have been delivered pursuant to Section 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(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. (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; provided, Extended further, that the Borrower may elect to apply prepayments pursuant to this Section 2.05(b) (i) to the Series B-1 Term Loans or Other until such Series B-1 Term Loans are repaid in full, prior to any prepayment of Series B-2 Term Loans, and (ii) to Series B-2 Term Loans if accompanied by at least a pro rata prepayment of Series B-1 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.
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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 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.
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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 The Borrower shall, not later than one Business Day after the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from:
(5A) Business Days after financial statements have been delivered the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 9.5(a5.02(e));
(B) and the related Compliance Certificate has been delivered, incurrence or issuance by the Parent Borrower shall cause or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be prepaid incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock to employees of the Borrower or its Subsidiaries pursuant to employee equity incentive or benefit plans, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, or (c) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein to the Borrower or to another Subsidiary thereof), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $150,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $150,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests other than common Equity Interests and 25% of the amount of Net Cash Proceeds of the issuance or sale by the Borrower of any common Equity Interests referred to in subclause (b)(i)(C) above, and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above other than common Equity Interests, 50% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds and in the case of Net Cash Proceeds from the issuance by any Subsidiary of the Borrower of common Equity Interests referred to in subclause (b)(i)(C) above, 25% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) 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) 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 The Borrower or shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any 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 permanent reduction thereof pursuant to Section 10.3 or (z) notwithstanding clause (y2.05 on such 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 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. 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 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) [intentionally omitted].
(ii) Within five (5) Business Days after financial statements have been are required to be 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 U.S. Borrower shall cause to be prepaid prepay an aggregate principal amount of Term B Loans in accordance with Section 2.05(b)(vii) in an amount equal to the excess 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 (commencing with the Fiscal Year Excess Cash Flow Period ending February 26December 31, 2015) minus 2005 over (B) the sum amount of (1) all voluntary prepayments of Term B Loans during such Fiscal Year repaid pursuant to Section 2.3(a), 2.05(a) during such Excess Cash Flow Period; provided that such percentage shall be reduced to (2A) 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), Leverage Ratio as of the last day of the prior fiscal year was less than 4.00:1.00 and (3B) all voluntary prepayments of loans under 0% if 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 Leverage Ratio as of the immediately preceding clauses (1), (2) and (3), to last day of the extent such prepayments are funded with Internally Generated Cashprior fiscal year was less than 3.50:1.00.
(iiiii) (A) If (1x) a Holdings, the U.S. 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), (d) (to the extent constituting a Disposition by any Restricted Subsidiary that is not a Loan Party to a Loan Party), (e), (f) (but only with respect to any sale-leaseback transaction effected within two hundred seventy (270) days after the acquisition of the property that is the subject of such Transaction and only if such property was not acquired with the Net Cash Proceeds of a Disposition or Casualty Event), (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), ) or (l), (o), (q), (r) or (t)-(v), (x)-(aa)), or (2y) any Casualty Event occurs, which in the aggregate for any transaction or series of related transactions results in the realization or receipt by a Holdings, the U.S. Borrower or any such Restricted Subsidiary of aggregate Net ProceedsCash Proceeds in excess of $5,000,000, the Parent U.S. Borrower shall, subject shall (1) give written notice to the terms of the Intercreditor Agreements, cause to be prepaid Administrative Agents 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 and (2) except to the extent the U.S. Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(iii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to (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 B Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to within the date which is five earlier of (5A) two (2) Business Days after of receipt thereof by Holdings, the receipt by such U.S. Borrower or such any Domestic Subsidiary which is a 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 ten (10) Business Days of such prepaymentreceipt thereof by any Foreign Subsidiary which is a Restricted Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Nortek Inc)
Mandatory. (ia) Within WithinSubject to Section 2.05(2)(i), 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).
(iiib) If a Subject to Section 2.05(2)(i), (i) Ifif (x) the Borrower or any Restricted Subsidiary incurs makes an Asset Sale 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 any Casualty Event occurs, which 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 any Real Property to the extent such proceeds constituted of Net Proceeds of a Disposition subject to clause (b) (ii) above)Proceeds, the Parent Borrower shall prepay, or cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom prepaid, on or prior to the date which is five ten (510) Business Days after the date of the realization or receipt by such the Borrower or such Restricted Subsidiary of such Net Proceeds.
, subject to clause (ivii) Except 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 Loans incurred in connection with any Refinancing Amendmentsuch portion of such Net Proceeds that the Borrower shall have, Term Loan Extension Request on or any Incremental Amendment (prior to such date, given written notice to the extent set forth Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowaccordance with Section 2.05(2)(b)(ii), ; provided further that
(A) each 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 2.3(b2.05(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 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 reduced accordingly (provided that (i) any prepayment 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 Net Proceeds terms 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 this Section 2.05(2)(b)(i));
(B) each such prepayment shall be paid to the applicable Lenders 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 their respective Pro Rata Shares the terms of such prepaymentthis Section 2.05(2)(b)(i).
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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;
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Mandatory. (i) Within five (5) Business Days The Borrower shall, on the 120th day following the end of each Fiscal Year commencing with the first full Fiscal Year ended after financial statements have been delivered pursuant to Section 9.5(a) and the related Compliance Certificate has been deliveredEffective Date, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings and deposit an amount in the L/C Collateral Account in an amount equal to 75% of the amount of Excess Cash Flow for such Fiscal Year (provided that, (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 Leverage Ratio for such Fiscal Year shall be less than 5.50:1.00 but equal to or greater than 4.00:1.00, such amount shall be reduced by the amount to 50% of Excess Cash Flow for such payments andFiscal Year, in the case of each of the immediately preceding clauses (1), (2) and (3), B) to the extent the Leverage Ratio for such prepayments are funded with Internally Generated CashFiscal Year shall be less than 4.00:1.00, such amount shall be reduced to 0% of Excess Cash Flow for such Fiscal Year). Each such prepayment shall be applied first to the Term Facility ratably to the remaining principal repayment installments thereunder and second to the Revolving Credit Facility as set forth below in clause (v) of this Section 2.06(b).
(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 or assets (other than any Disposition of any property Loan Party or assets permitted any of its Subsidiaries, (B) the incurrence or issuance by Section 10.5(aany Loan Party or any of its Subsidiaries of any Debt, (C) the sale or issuance of any Equity Interests (including, without limitation, the receipt of any capital contribution) by any Loan Party or any of its Subsidiaries and (D) any Extraordinary Receipts 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), (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), (rB) or (t)-(v)C) 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 the Advances comprising part of the same Borrowings and deposit 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 L/C 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 ProceedsCash Proceeds in the case of clauses (A), (B), (C) and (D). Each such prepayment shall be applied first to the Term Facility ratably to the remaining principal repayment installments thereof and second to the Revolving Credit Facility 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 and the Letter of Credit Advances and deposit an amount in the L/C 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 and (y) the Letter of Credit 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) each prepayment or (iii) above shall be first applied to prepay Letter of Term Loans pursuant Credit Advances and Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and second deposited in the L/C Collateral Account to this Section 2.3(b) cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C 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
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(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 December 31, 20152006) minus (B) the sum of (1x) 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 (3y) 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), (2x) and (3y), to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Indebtedness; provided that (A) the percentage in Section 2.05(b)(i) 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 4.75:1 and (B) 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 3.25:1.
(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), (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 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 1 contract
Sources: Credit Agreement (Erie Shores Emergency Physicians, Inc.)
Mandatory. (i) Within five (5) Business Days after The Borrower shall, no later than the 15th day following the date on which it delivers the financial statements have been delivered pursuant referred to in Section 9.5(a5.03(d) and (but in any event within 100 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 (A) 75% of the Applicable ECF Percentage amount of Excess Cash FlowFlow for such Fiscal Year, provided, however, that if anythe Leverage Ratio at the end of such fiscal year before giving effect to such payment is less than 2.00 to 1.00, for the Borrower shall prepay an aggregate principal amount of the Advances comprising part of the same Borrowing equal to 50% 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 of any Advances shall be applied as follows: first, subject to Section 2.3(a2.06(c), (2) ratably to the amount expended by any Purchasing Borrower Party Term Facilities and ratably to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h)the remaining principal installments thereof, 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)second, to the extent such prepayments are funded with Internally Generated Cashthat no Term Advances remain outstanding, permanently to reduce the Revolving Credit Facility as set forth in clause (v) below.
(ii) If (1) a The Borrower shall, on the date of receipt of the Net Cash Proceeds by it or any Restricted Subsidiary of a Borrower Disposes its Subsidiaries from (A) the sale, lease, transfer or other disposition of any property assets by it or assets any of its Subsidiaries (other than any Disposition sale, lease, transfer or other disposition of any property or assets permitted by pursuant to Section 10.5(a5.02(e)(i) to (v)), (bB) the incurrence or issuance by it or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (cC) the sale or issuance by it 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 it or any of its Subsidiaries and not otherwise included in clause (A), (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), (rB) or (t)-(v)C) 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 the Advances comprising part of the same Borrowings equal to (x) in the case amount of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Cash Proceeds received from such Disposition under clauses (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley B) and (D), (y) in the case amount of Casualty Events described in the Net Cash Proceeds received under clause (2) aboveA), provided, however, that up to an amount equal to 100% aggregate of $5,000,000 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 amount shall not be required so to be prepaid andand (z) 50% of the amount of the Net Cash Proceeds received under clause (C). 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 required pursuant that no Term Advances remain outstanding, permanently to reduce the terms of the documentation governing such Incremental Equivalent Debt, cause such Incremental Equivalent Debt to be purchased Revolving Credit Facility as set forth in clause (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 (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 hereofbelow.
(iii) 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 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 on or prior to Letters of Credit then outstanding exceeds the date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net ProceedsRevolving Credit Facility.
(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 Cash 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
Sources: Credit Agreement (International Rectifier Corp /De/)
Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, (5A) Business Days after financial statements have been delivered pursuant if the Total Debt/EBITDA Ratio is greater than or equal to Section 9.5(a) and the related Compliance Certificate has been delivered5.50:1.00, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings outstanding under the Term Facilities in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by Amount for such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus and (B) if the Total Debt/EBITDA Ratio is less than 5.50:1.00, prepay an aggregate principal amount of the Working Capital Advances outstanding on such date in an amount equal to the Excess Cash Flow Amount for such Fiscal Year. Each prepayment made pursuant to clause (A) above shall be applied ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and each prepayment made pursuant to clause (B) above shall be applied to the Working Capital Facility as set forth in clause (vii) below.
(A) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (I) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e) and other than the sale of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the Net Cash Proceeds of such sale do not exceed, in the aggregate from the First Closing Date, $10,000,000), (II) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (ii) or (iii) of Section 5.02(b)) and (III) 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 (I) or (II) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vii) below.
(B) The Borrower shall, on the date of receipt of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit 59 53 interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case from the IPO, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings in an amount equal to sum of (I) the lesser of (x) $150,000,000 and (y) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), $100,000,000 plus (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 CashNet Cash Proceeds exceed $275,000,000 (such amount being the "Excess Amount") an amount equal to 50% of the Excess Amount plus (II) any Net Cash Proceeds not otherwise applied to prepay the Subordinated Notes as provided in Section 5.02(k). Each such prepayment shall be applied to the Working Capital Facility as set forth in clause (vii) below.
(iiC) 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 of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of receipt (or such later date as may be specified below) of the realization Net Cash Proceeds by Parent from the sale or receipt issuance by a Borrower Parent 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 Restricted Subsidiary warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of such Net Proceeds an equity offering following the IPO, prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount if Total Debt/EBITDA Ratio at such time is greater than or equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition 4.00:1.00, 50% of the Equity Interests in or assets amount of Casa Ley and (y) in the case of Casualty Events described in clause such Net Cash Proceeds, (2) above, an amount if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to 1003.00:1.00, 50% of the amount by which 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 Net Cash Proceeds used by the Borrower and its Subsidiaries to be allocated to make Investments in accordance with the Other Applicable Indebtedness pursuant to provisions of Section 5.02(f) during the terms thereofnine months immediately following such date, payable 30 days after the nine month anniversary of such date and (3) if the remaining amountTotal Debt/EBITDA Ratio at such time is less than 3.00:1.00, zero. Each such prepayment, if any, of such net proceeds shall be allocated applied first ratably to the Term Loans Facilities in accordance with with, and subject to the terms hereofof, clause (iv) below and second 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)(iiWorking Capital Facility as set forth in clause (vii) 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 or any Restricted Subsidiary incurs or issues any Indebtedness after Anything contained in this Section 2.06(b) to the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtednesscontrary notwithstanding, (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 if, following the proceeds occurrence of which are applied to repay Indebtedness previously incurred under Section 10.3(v), any "Asset Sale" (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 term is incurred within 180 days defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture) by any Loan Party or any of its Subsidiaries, the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used Borrower is required to commit by a Real Estate Subsidiary particular date (a "Commitment Date") to pay the purchase price apply or cause its Subsidiaries 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 apply an amount equal to 100% any 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.
" (ivas defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) Except with respect thereof in a particular manner, or to Loans incurred 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 defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) 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 Commitment Date or the Application Date, as the case may be, or (B) if the Borrower at 60 54 any Refinancing Amendmentother time shall have failed to apply or commit or cause to be applied an amount equal to any such "Net Proceeds," and, Term Loan Extension Request within 60 days thereafter assuming no further application or any Incremental Amendment (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 extent payment of the Advances in the manner set forth in Section 2.06(b)(ii) in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment amounts as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to excuse 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) 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
Sources: Credit Agreement (Amf Bowling 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 Net Cash Proceeds by Holdings or the Borrower shall cause to be prepaid an aggregate amount or any of Loans in an amount equal to its Subsid- iaries from (A) the Applicable ECF Percentage sale, lease, transfer or other disposition of Excess Cash Flowany assets of Holdings or the Borrower or any of their respective Subsidiaries (other than any sale, if anylease, for the Excess Cash Flow Period covered by such financial statements transfer or other disposition of assets pursuant to clause (commencing with the Fiscal Year ending February 26i) of Section 5.02(d)), 2015) minus (B) the sum incurrence or issuance by Holdings or the Borrower or any of their respective Subsidiaries of any Debt (1) all voluntary prepayments of Loans during such Fiscal Year other than Debt incurred or issued pursuant to Section 2.3(aclause (i), (2ii), (iii) (but only until the fifth Business Day after receipt thereof) or (iv)) of Section 5.02(b), (C) the amount expended sale or issuance by Holdings or the Borrower or any Purchasing of their respective 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 acquire capital stock or other ownership or profit interest and (D) any Extraordinary Receipt received by or paid to or for the account of Holdings or the Borrower Party to prepay or any Loans pursuant to Section 2.3(cof their respective 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 andNet Cash Proceeds. Each such prepayment shall be applied first to the Term B Facility and second to the _____ ______ Term A Facility; provided, in the case however, that notwithstanding such application, ________ _______ if any prepayment of each Debt of the immediately preceding clauses type described in clause (iii) of Section 5.02(b) is required to be made prior to the Merger, then either (1), ) no such prepayment will be made and the Net Cash Proceeds of such Debt shall be applied to cash collateralize the Term A Facility or (2) and (3)such payment may be made if substitute collateral, in form reasonably acceptable to the extent such prepayments are funded with Internally Generated CashAgent, for the Term A Facility is provided.
(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), All prepayments under this subsection (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 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 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 Proceedsprepaid.
(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 (5) Business Days after the date the Borrower is required to deliver financial statements have been delivered pursuant to Section 9.5(a6.01(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) 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 90 days after 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 2005 fiscal year end of the immediately preceding clauses (1Borrower. Any payments required to be made under this subsection(b)(i) shall be applied as set forth in Section 2.05(b)(vii), (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 (excluding Foreign 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), (f), (g), e) 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 ProceedsCash Proceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by any Loan Party or such Subsidiary), or if any proceeds of casualty insurance or condemnation awards is received by or paid to or for the account of Holdings or any of its Subsidiaries (excluding Foreign Subsidiaries), in each case in excess of $7,500,000 (the "LIMIT") in aggregate for the term of the Term Facility (provided that if any Loan Party elects to make a permanent prepayment of the Facility pursuant to Section 2.05(a) prior to the date that the Limit is exceeded, the Parent Borrower shall, subject Limit will be increased dollar for dollar by the amount of such optional prepayment applied to the terms principal amount of the Intercreditor AgreementsLoans), cause the Borrower shall prepay an aggregate principal amount of Loans equal to be prepaid 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized (x) under a Disposition described in this Section 2.05(b)(ii) or (y) proceeds of casualty insurance and condemnation awards described in this Section 2.05(b)(ii), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date which is ten (10) Business Days of such Disposition or the receipt of such casualty insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business of the Borrower or its Subsidiaries, so long as within 270 days after the date receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the realization Loans as set forth in this Section 2.05. Any payments required to be made under this subsection (b)(ii) shall be applied as set forth in Section 2.05(b)(vii).
(iii) Upon the sale or receipt issuance by a Holdings or any of its Subsidiaries of any Equity Interests other than equity investments acquired by the Equity Investors or any of their Affiliates or Subsidiaries in Holdings or any of its Subsidiaries or equity investments by the Permitted Holders in the Borrower or any Restricted Subsidiary of such Net Proceeds its Subsidiaries for the purpose of funding Capital Expenditures or making acquisitions permitted under Section 7.03(i) or investments in joint ventures permitted under Section 7.03(j), 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 50% of all Net Cash Proceeds received from therefrom no later than the second Business Day following the receipt thereof by Holdings or such Disposition Subsidiary. Any payments required to be made under this subsection (excluding b)(iii) shall be applied as set forth in Section 2.05(b)(vii).
(iv) Upon the proceeds from incurrence or issuance by Holdings or any of its Subsidiaries (other than Foreign Subsidiaries) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02(a)(A), (a)(B) or (a)(C), (b), or (c)(A), (c)(B), (c)(C), (c)(D) or (c)(E)), the disposition Borrower shall prepay an aggregate principal amount 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 Loans equal to 100% of such all Net Cash Proceeds received in connection with therefrom no later than the second Business Day following the receipt thereof by Holdings or 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) Subsidiary. Any payments required to be offered made under this subsection (b)(iv) shall be applied as set forth in Section 2.05(b)(vii).
(v) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to be so repurchased or prepaidsuch excess; provided, “Other Applicable Indebtedness”)however, 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 Borrower shall not exceed the amount of such net proceeds be required to be allocated to Cash Collateralize 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 L/C Obligations pursuant to this Section 2.3(b)(ii2.05(b)(v) 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 Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(vi) The Borrower shall, on the first day of each Clean-Down Period occurring during each consecutive 15-month period, prepay in full all Revolving Credit Loans (other than outstanding unfunded Letters of Credit), L/C Borrowings and Swing Line Loans outstanding on such rejectionday.
(vii) Prepayments of the Loans made pursuant to clauses (i), (ii), (iii), or (iv) of this Section 2.05(b), first, shall 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)the principal installments thereof on a pro rata basis) and, (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)second, 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 prepay the next eight succeeding scheduled principal installments Revolving Credit Facility. Prepayments of the Revolving Credit Facility made pursuant to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that clauses (i), (ii), (iii), (iv), (v) any prepayment or (vi) of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness this Section 2.05(b), first, shall be applied solely to each applicable Class prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, without reduction of Refinanced Debt and Commitments, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, without reduction of Commitments, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full without reduction of Commitments and, fourth, shall be used to Cash Collateralize the L/C Obligations without reduction of Commitments; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) any Class or (iv) of Incremental Term Loansthis Section 2.05(b), Extended Term the amount remaining, if any, after the prepayment in full of all Loans or Other Term Loans may specify that one or more other Classes and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full (the sum of Loans such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "REDUCTION AMOUNT") may be prepaid prior to retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment funds 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 Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
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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 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 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 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 Specified Senior Secured Notes Indenture or definitive documentation with respect to any Permitted Additional First Priority Debt requires the Borrower to prepay or make an offer to purchase such Specified Senior Secured Notes or Permitted Additional First Priority Debt 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 all such timeSenior Secured Notes and Permitted Additional First Priority Debt with respect to which such a requirement to prepay or make an offer to purchase exists and the outstanding principal amount of the Term Loans; provided further that the Borrower shall not be permitted to reinvest any such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) below to the extent that the Borrower applies the ratable portion of such Net Cash Proceeds allocated allocable to the Other Applicable Indebtedness Specified Senior Secured Notes and any Permitted Additional First Priority Debt to prepay or purchase Specified Senior Secured Notes or Permitted Additional First Priority Debt and if the Borrower makes any such prepayment or purchase of Specified Senior Secured Notes or Permitted Additional First Priority Debt, 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 purchase of Specified Senior Secured Notes 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 Permitted Additional First Priority Debt 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.
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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 (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(a) and Following the related Compliance Certificate has been deliveredend of each Fiscal Year of CBI, 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 26December 31, 20152002, in the event that either (A) minus the rating of the Index Debt by S&P or ▇▇▇▇▇'▇ is lower than BBB- or Baa3, respectively, or (B) the sum Debt/EBITDA Ratio of (1) all voluntary prepayments CBI and its Subsidiaries as of Loans during the last day of such Fiscal Year pursuant is greater than 4.00 to Section 2.3(a)1.00, (2) the Borrowers shall, on the 90th day following the end of such Fiscal Year, prepay an aggregate principal amount expended of the Advances comprising part of the same Borrowings made by any Purchasing such Borrower Party in an amount equal to prepay any Loans pursuant 50% of the Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied ratably FIRST to Section 2.3(c) or Section 14.7(h)the Term Facility and to the installments thereof pro rata to the remaining installments thereof, and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year SECOND to the extent the commitments under the ABL Revolving Credit Facility are permanently reduced by the amount of such payments and, as set forth in the case of each of the immediately preceding clauses clause (1), (2vi) and (3), to the extent such prepayments are funded with Internally Generated Cashbelow.
(ii) If (1) a Borrower So long as the rating of the Index Debt by S&P or ▇▇▇▇▇'▇ is lower than BBB or Baa2, respectively, the Borrowers shall, on the date of receipt of the 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(a), pursuant to (b), (c), (e), (f), (g), (h), x) clauses (i) through (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), (rvii) of Section 5.02(e) or (t)-(vy) pursuant to clause (viii) of Section 5.02(e) if the proceeds are being reinvested in the business of the Borrowers and their Subsidiaries in accordance with such clause (viii), (x)-(aa)), ) or (2B) any Casualty Event occurs, which results in Extraordinary Receipt received by or paid to or for the realization or receipt by a Borrower account of any Loan Party or any Restricted Subsidiary of Net Proceedsits Subsidiaries and not otherwise included in clause (A) above, 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 the Advances comprising part of the same Borrowings in an amount equal to (x) in the case amount of Dispositions described such Net Cash Proceeds. Each such prepayment shall be applied ratably FIRST to the Term Facility and to the installments thereof pro rata to the remaining installments thereof and SECOND to the Revolving Credit Facility as set forth in clause (1vi) abovebelow.
(iii) The Borrowers shall, on the date of the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the Applicable Disposition Percentage amount of all such Net Proceeds received from Cash Proceeds. Each such Disposition (excluding prepayment shall be applied ratably FIRST to the proceeds from Term Facility and to the disposition of installments thereof pro rata to the Equity Interests in or assets of Casa Ley remaining installments thereof and (y) in SECOND to the case of Casualty Events described Revolving Credit Facility as set forth in clause (2vi) above, an amount equal to 100% of such Net Proceeds received below; PROVIDED that in connection with such Casualty Events; provided that the event (xA) 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 rating of the documentation governing such Incremental Equivalent Index Debt is BBB- by S&P and Baa3 by ▇▇▇▇▇'▇ or greater or (B) the Debt, cause such Incremental Equivalent Debt to be purchased (at a purchase price no greater than par plus accrued /EBITDA Ratio of CBI 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 its Subsidiaries as 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 last day of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at most recently ended fiscal quarter (after giving pro forma effect to such time; provided that the portion of such Net Proceeds allocated Debt) is less than 4.00 to the Other Applicable Indebtedness shall not exceed 1.00, 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 prepayment shall be allocated equal to the Term Loans in accordance with the terms hereof) to the prepayment 50% 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 The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (an amount equal to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), amount by which (A) each prepayment the sum of Term Loans pursuant to this Section 2.3(bthe aggregate principal amount of (x) shall be applied to the next eight succeeding scheduled principal installments to each Class Revolving Credit Advances, (y) the Letter of Term Loans Credit Advances and then ratably to (z) the remaining installments of each Class of Term Loans Swing Line Advances then outstanding (provided that (i) any prepayment plus the aggregate Available Amount of Term Loans with the Net Proceeds all Letters 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 then outstanding exceeds (B) the Revolving Credit Facility on such Business Day.
(v) The Borrower shall, on each such prepayment shall be paid Business Day, pay to the applicable Lenders Administrative Agent for deposit in accordance with their respective Pro Rata Shares the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such prepaymentBusiness Day.
Appears in 1 contract
Sources: Credit Agreement (Broadwing Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant The Term Commitment of each Term Lender shall be automatically and permanently reduced to Section 9.5(a) and $0 upon the related Compliance Certificate has been delivered, the Parent Borrower shall cause to be prepaid an aggregate amount making 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 Term Lender’s Term Loans pursuant to Section 2.3(c2.01(a) and, with respect to the Term A-1 Commitments of each Term A-1 Lender, shall be automatically and permanently reduced to $0 on January 1, 2015 if the Term A-1 Loans are not made before such date. For the avoidance of doubt, (w) all Term A-1 Commitments shall be automatically and permanently reduced to $0 on the Term A-1 Incurrence Date regardless of the amount of Term A-1 Loans then incurred, (x) all Incremental Term A-2 Commitments, Incremental Term B-12 Commitments and Incremental Term B-14 Commitments shall be automatically and permanently reduced to $0 on the Seventh Amendment Effective Date immediately after the incurrence of Term A-2 Loans, Term B-12 Loans and Term B-14 Loans on such date pursuant to Section 2.01(a)(vii)(B), Section 2.01(a)(viii)(B) or Section 14.7(h2.01(a)(ix)(B), and (3) all voluntary prepayments as the case may be, regardless 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 andTerm Loans then incurred, 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 all 2016 Replacement Term B-12 Commitments shall be automatically and permanently reduced to $0 on the case Eighth Amendment Effective Date immediately after the incurrence of Casualty Events described in clause (2) above, an amount equal to 100% of 2016 Replacement Term B-12 Loans on 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 date pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms Eighth Amendment regardless 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 Term B-12 Loans then incurred and (z) all 2016 Replacement Term B-14 Commitments shall be automatically and permanently reduced to be allocated to $0 on the Other Applicable Indebtedness Eighth Amendment Effective Date immediately after the incurrence of 2016 Replacement Term B-14 Loans on such date pursuant to the terms thereof, and the remaining amount, if any, Eighth Amendment regardless 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 such Term B-14 Loans then incurred.”
(T) Section 2.07 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 Existing Credit Agreement Refinancing Indebtedness, is hereby amended by deleting clauses (ya)(iii) 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 thereof in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment their entirety and inserting the following new clauses (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (Aa)(iii) 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 (iiiv) 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.lieu thereof:
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(b), for each fiscal year ending on or after December 31, 2011, 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 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 A Loans during such Fiscal Year prepaid 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), and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year fiscal year (such prepayments 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 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(a7.05(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), (rd) or (t)-(v), (x)-(aa)), g) and any Disposition of property as a result of a casualty or (2condemnation) 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 $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 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 not later than two Business Days after 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 Debtrequired payment under this Section 2.05(b)(ii)), cause such Incremental Equivalent Debt to and so long as no 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 or such Subsidiary may reinvest up 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 $5,000,000 per fiscal year of such Net Cash Proceeds allocated for Permitted Acquisitions or in fixed assets so long as the Borrower or one of its Subsidiaries has committed to make such Permitted Acquisition or reinvestment within 180 days of the Other Applicable Indebtedness shall not exceed the amount receipt of such net proceeds required to be allocated to Net Cash Proceeds and such Permitted Acquisition or reinvestment is made within 270 days after the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, receipt of such net proceeds Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not 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 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 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 any sales or issuances of Equity Interests (Aa) Indebtedness to another Loan Party, (b) to employees or directors of the proceeds Borrower and its Subsidiaries and (c) the Net Cash Proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under consummate 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) abovePermitted Acquisition), 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 not later than two Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom not later than two Business Days after 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 not later than two Business Days after 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 which of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest such Net Cash Proceeds within 180 days of the receipt of such Net Cash Proceeds and such reinvestment is five (5) Business Days made within 270 days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Except with respect to Each prepayment of Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (pursuant to the extent foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term A Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) [Reserved]
(viii) 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.
(ix) 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 up to an amount equal to 103% of Refinanced Debt and the Outstanding Amount of such L/C Obligations; and, in the case of 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 may be prepaid prior to such Class retained by the Borrower for use in the ordinary course of Incremental Term Loansits business. No prepayment under this clause (ix) shall result in any reduction of the Revolving Credit Facility. 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 Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (On Assignment 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. (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 1 contract
Sources: Credit Agreement (Superior Industries International Inc)
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 delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall Borrowers shall, subject to clauses (vi) and (vii) of this Section 2.05, prepay, or cause to be prepaid 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 (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1i) all voluntary prepayments of Term Loans during such Fiscal Year made pursuant to Section 2.3(a)2.05(a)(i) or Section 2.05(a)(v) (in an amount, (2) in the amount expended by any Purchasing Borrower Party to prepay any Loans case of prepayments pursuant to Section 2.3(c) or Section 14.7(h2.05(a)(v), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled) and (3ii) all voluntary prepayments of Revolving Credit Loans, Other Revolving Credit Loans or loans under the ABL Facility during such Fiscal Year any other revolving facility that is secured by a first priority lien (in each case, to the extent accompanied by a permanent reduction in the commitments under the ABL Facility are permanently reduced by the amount of such payments andcorresponding Revolving Credit Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (1i) and (ii), (2without 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(b)(i) for any prior fiscal year) or after such fiscal year-end and (3), prior to the time such prepayment pursuant to this Section 2.05(b)(i) is due and in each case to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities); provided that (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was (A) prior to the Delayed Draw Funding Date, less than or equal to 4.00 to 1.00 and greater than 3.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, less than or equal to 3.75 to 1.00 and greater than 3.25 to 1.00, and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to (1) prior to the Delayed Draw Funding Date, 3.50 to 1.00 or (2) on and after the Delayed Draw Funding Date, 3.25 to 1.00.
(ii) (A) 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), (bSection 7.05(b), (c), (ed) (to the extent constituting a Disposition to Holdings, a 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), (m), (n), (o), (p), (q), (r), (s) or (t)-(vt), (x)-(aa)), ) or (2y) any Casualty Event occurs, which results in the realization or receipt by Holdings, a Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shallBorrowers shall prepay, subject to the terms of the Intercreditor Agreements, or cause to be prepaid prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Holdings, such Borrower or any such Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clause (B) of this Section 2.05(b)(ii) and clauses (vi) and (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 all Net Cash Proceeds received in connection with such Casualty Eventsrealized or received; provided 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 Holdings, any Borrower (or any Restricted Subsidiary) is required to offer to repurchase Permitted Incremental Equivalent Debt or to prepay Permitted First Priority any Credit Agreement Refinancing Debt Indebtedness, in each case, that is secured on an equal priority basis with the Obligations (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Incremental Equivalent Debt and Credit Agreement Refinancing Debt Indebtedness secured on an equal priority basis with the Obligations (or Permitted such Refinancing thereofIndebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Holdings, any Borrower (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, 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) ; provided further, that is intended to no prepayment shall be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred required pursuant to this Section 10.3 or (z2.05(b)(ii)(A) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied with respect 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 portion 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 Net Cash Proceeds that 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)Representative 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 Administrative Agent of its intent to reinvest (or Incremental Amendment as contemplated below), (Aentered into a binding commitment to reinvest) 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 prepaymentSection 2.05(b)(ii)(B).
Appears in 1 contract
Sources: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
Mandatory. (i) Within Commencing with the fiscal year ending December 31, 2021, within the later of (x) 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 (y) ninety-five (95) days after the end of such fiscal year, 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 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 (1) all voluntary prepayments the aggregate principal amount of Term Loans during such Fiscal Year prepaid pursuant to Section 2.3(a), 2.05(a) or 10.13 or repurchases of the Term Loans made pursuant to Section 10.06 during such fiscal year (and not previously applied by the Borrower pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding fiscal year) and (2) at the Borrower’s election, all or any amount expended by any Purchasing Borrower Party to prepay any of Term Loans prepaid pursuant to Section 2.3(c2.05(a) or 10.13 or repurchases of the Term Loans made pursuant to Section 14.7(h), 10.06 after the end of such fiscal year and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year on or prior to the extent the commitments under the ABL Facility are permanently reduced by the amount date of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent prepayment; provided that any such prepayments are funded were not made with Internally Generated Cashproceeds of any Indebtedness, Disposition, equity issuance, Extraordinary Receipts or other proceeds that would not be included in calculating Consolidated EBITDA for the applicable fiscal year (such prepayments to be applied as set forth in clause (v) below).
(ii) If (1) 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), (i7.05) (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 that 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 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 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 of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within such ten (10) Business Day period), the Borrower or such Subsidiary may reinvest such Net Cash Proceeds up to an amount not to exceed $50,000,000 during the term of the Term Facility (the “Reinvestment Amount”) in Collateral used or useful in the operation of the Borrower or its Subsidiaries (or committed to be reinvested pursuant to a definitive agreement) within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within 18 months after such Disposition; provided further that (i) the date Borrower shall not be required to reinvest such Net Cash Proceeds in Collateral to the extent such Net Cash Proceeds result from the disposition of property that is not, and is not otherwise required to be, Collateral and instead may reinvest such rejectionproceeds in assets that do not constitute Collateral so long as such assets are used or useful in the operation of the Borrower or its Subsidiaries and (ii) the Borrower may invest up to $10,000,000 of the Reinvestment Amount each fiscal year in non-Collateral assets so long as such assets are used or useful in the operation of the Borrower or its Subsidiaries. Notwithstanding anything in this Section 2.05(b) to the contrary, (x) 100% of the Net Cash Proceeds of any Disposition of ABL Priority Collateral shall first be offered to permanently reduce the commitments in respect of the ABL Facility on a pro rata basis among the ABL Lenders, (y) at the Borrower’s option and with customary notice, any ABL Lender may elect not to accept its pro rata portion of any such mandatory prepayment and (z) any such prepayment amount so declined shall otherwise be applied in accordance with this Section 2.05(b); provided that to the extent such Net Cash Proceeds result from a Disposition of ABL Priority Collateral, upon the occurrence of the ABL Obligations Payment Date (as defined in the ABL Intercreditor Agreement), such Net Cash Proceeds shall be applied to prepay the Term Loans Obligations in accordance with the terms hereofthis Section 2.05(b).
(iii) If a Upon the incurrence or issuance by the Borrower 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 five (5) Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within ten (10) Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five (5) Business Days of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt by of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received and if such Net Cash Proceeds are not so reinvested within such 180-day period but such Net Cash Proceeds are subject to a definitive agreement within such 180-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv) then the Borrower or such Restricted Subsidiary shall have an additional 180 days after the end of the such initial 180-day period to reinvest such Net ProceedsCash Proceeds in accordance with this Section 2.05(b)(iv); and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Except Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, (1) with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment prepayments required by clause (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated belowi), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled installments of principal of the Term Facility and (2) with respect to prepayments required by clauses (ii) through (iv), first, to the next two principal repayment installments of the Term Facility and, thereafter, in inverse order of maturity to the remaining scheduled principal installments of the Term Facility on a pro rata basis; Subject 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 LoansSection 2.15, 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 prepayments shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Applicable Percentages in respect of the Term Facility.
(vi) Notwithstanding anything in this Section 2.05(b) to the contrary, the Borrower will not later than 11:00 a.m. on the date three (3) Business Days (or such later date as agreed to by the Administrative Agent) prior to the date such prepayment with respect to this Section 2.05(b), give the Administrative Agent written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender, each Lender will have the right to refuse any such prepayment by giving written notice (a “Rejection Notice”) of such refusal to the Borrower and the Administrative Agent by 11:00 a.m. one (b) Business Day prior to the date of such prepayment and (iii) the Borrower will make all such prepayments not so. Any Lender that does not decline such prepayment in writing on or prior to the date set forth above shall be deemed to have accepted such prepayment.
(vii) [Reserved].
(viii) Notwithstanding any other provisions of this Section 2.05(b) any mandatory prepayments arising under Section 2.05(b)(ii) or (iv) from the receipt of Net Cash Proceeds from any Disposition or Extraordinary Receipts by any Foreign Subsidiary (each, a “Foreign Disposition”) or arising under Section 2.05(b)(i) from Excess Cash Flow directly attributable to Foreign Subsidiaries (“Foreign Excess Cash Flow”) shall not be required to the extent that the repatriation of such Net Cash Proceeds or Foreign Excess Cash Flow would (A) give rise to adverse tax, accounting or regulatory consequences (in each case, other than de minimis) or (B) be prohibited, restricted or delayed by any requirement of applicable Laws. The Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local Laws to permit such repatriation.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Nn 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 Borrower shall, on the Applicable ECF Percentage 45th day following the end of each fiscal quarter of the Borrower ending prior to the High Yield Date, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to seventy-five per cent (75%) of the amount 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 quarter and (B) the sum Borrower shall, on the 90th day following the end of each Fiscal Year ending on or after the High Yield Date, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to fifty percent (150%) all voluntary prepayments of Loans during the amount of Excess Cash Flow for such Fiscal Year pursuant to Section 2.3(aYear, provided, however, that in no event shall the Borrower be required, under this clause (B), (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 Term A Advances to the extent the commitments under the ABL Facility are permanently reduced by that after giving effect to such prepayment, the amount of the Term A Advances then outstanding shall be less than $10,000,000. Each such payments andprepayment shall be applied ratably first to the Term B Facility and to the installments thereof in inverse order of maturity, second to the Term A Facility and to the installments thereof in inverse order of maturity and third to the Revolving Credit Facility as set forth in clause (v) below.
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries (or, in the case of each clause (A) below, such later date as may be specified in Section 5.02(e), and in the case of clause (D) below, such later date as may be specified in the Capital Escrow Agreement) from (A) the sale, lease, transfer or other disposition of any assets 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 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), (civ) or (v) of Section 5.02(e)), (eB) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt, including, without limitation, the Refinancing Securities (other than Debt incurred or issued pursuant to Section 5.02(b)(i)(B), (fii) or (iii)), (gC) the sale or issuance by any Loan Party or any of its Subsidiaries of any capital stock or other ownership or profit interest (other than in respect of stock options or warrants currently outstanding or hereafter issued pursuant to any stock option plan or other compensation arrangement approved by the Borrower's Board of Directors and other than contributions to capital of any Loan Party), 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 contribution to the capital of any 38 Loan Party, subject, with respect to any such contributions pursuant to the Capital Contribution Agreement, to the terms and conditions thereof and of the Capital Escrow Agreement, 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), (hB), (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), (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 the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds, provided, however, that in the case of prepayments from the incurrence or issuance of Debt pursuant to clause (B) above after the Bridge Repayment Date, no such Debt may be incurred or issued unless the Net Cash Proceeds thereof shall be sufficient to, and shall be applied to, prepay in full all Advances then outstanding hereunder and all other amounts payable under the Loan Documents, and deposit in the L/C Cash Collateral Account an amount equal to (x) 105% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the case of Dispositions described in L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable. Each such prepayment pursuant to clause (1A) above, an amount equal or (E) above shall be applied ratably first to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding Term A Facility and 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) Term B Facility 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 installments of Other Applicable Indebtednesseach such Facility in inverse order of maturity and second to the Revolving Credit Facility as set forth in clause (v) below, and the amount of prepayment of the Term Loans that would have otherwise been required all other prepayments pursuant to this Section 2.3(b)(ii2.06(b)(ii) shall be reduced accordingly; provided, further, that applied ratably first to the extent Term B Facility and to the holders installments thereof in inverse order of Other Applicable Indebtedness decline maturity, second 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 A Facility and to the installments thereof in accordance with inverse order of maturity and third to the terms hereofRevolving Credit Facility as set forth in clause (v) below.
(iii) 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 Borrowing Base 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.
(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 Cash 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
Sources: Credit Agreement (Afa Products Inc)
Mandatory. (i) Within five (5) The Borrower shall, not later than three Business Days after financial statements have been delivered 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 any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 9.5(a5.02(e));
(B) and the related Compliance Certificate has been delivered, incurrence or issuance by the Parent Borrower shall cause or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be prepaid incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xiii) or (xiv) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of Loans related transactions not in excess of $10,000,000), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) 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) 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(c2.05 on such Business Day).
(iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 14.7(h2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the same Borrowings and (3) outstanding at such time until all voluntary prepayments such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C Cash Collateral Account to cash collateralize 100% of loans under the ABL Facility during Available Amount of all Letters of Credit outstanding at such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments time; and, in the case of each prepayments of the immediately preceding clauses Revolving Credit Facility required pursuant to clause (1), (2i) and (3), to the extent such prepayments are funded with Internally Generated Cash.
or (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 this Section 10.5(a2.06(b), (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 amountremaining, if any, after the prepayment in full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such net proceeds shall prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be allocated to retained by the Term Loans Borrower for use in accordance with the terms hereof) to the prepayment ordinary course of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtednessits business, and the amount Letter of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) Credit Facility shall be automatically and permanently reduced accordingly; providedas set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount funds 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 Issuing Bank 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 1 contract
Sources: Credit Agreement (Davita 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), 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.
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 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);
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 shall cause shall, subject to be prepaid clause (b)(v) of this Section 2.03, prepay an aggregate principal amount of Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the Applicable “ECF Percentage Percentage”) of Excess Cash Flow, if any, Flow in excess of $1,000,000 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, 20152017) (each such fiscal year period, an “ECF Period”) minus (B) the sum of (1) all voluntary prepayments of or purchases of (x) Loans during such Fiscal Year made pursuant to Sections 2.05(a)(i), 2.05(a)(iv) and 10.07(h) (in an amount, in the case of prepayments or purchases pursuant to Section 2.3(a2.05(a)(iv) and 10.07(h), equal to the discounted amount actually paid in respect of the principal amount of such Loans and only to the extent that such Loans have been cancelled), (2y) Permitted Additional Pari Debt and Credit Agreement Refinancing Indebtedness to the amount expended by any Purchasing Borrower Party extent secured in whole or in part on a pari passu basis with the Loans under this Agreement (but without regard to prepay any Loans pursuant to Section 2.3(cthe control of remedies) or Section 14.7(h), and (3z) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year (including any Revolving Commitment Increase) and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the Loans under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding commitments under the ABL Facility are permanently reduced by the amount of such payments andor other revolving commitments, as applicable), in the case of each of the immediately preceding clauses (1x), (2y) and (3z), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.03(b)(i) is required to be made in respect of such fiscal year (any such payment made after the fiscal year-end, an “After Year-End Payment”) and in each case to the extent such prepayments are not funded with Internally Generated Cash.
(ii) If (1) a Borrower or any Restricted Subsidiary the proceeds of a Borrower Disposes of any property or assets Indebtedness (other than any Disposition of Indebtedness under the ABL Facility or 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), (rother revolving credit facilities) or any Cure Amount (t)-(v), (x)-(aa)), or (2) any Casualty Event occurs, which results as defined 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 EventsABL Facility Documentation); provided that (x) the ECF Percentage shall be 25% 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 Secured Net Leverage Ratio as of the documentation governing last day of the most recently ended Test Period covered by such Incremental Equivalent Debt, cause such Incremental Equivalent Debt financial statements was less than 3.50 to be purchased (at a purchase price no 1.00 and greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof 3.00 to 1.00 and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the last day of the most recently ended Test Period covered by such financial statements was less than 3.00 to 1.00; provided, further, that (A) following the making of any After Year-End Payment, (i) the Secured Net Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated Secured Net Leverage Ratio and (ii) such After Year-End Payment shall not reduce the required amount of) any subsequent Excess Cash Flow prepayment, (B) 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 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 Excess Cash Flow otherwise required to be allocated to repay 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.2.03(b)
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 delivery of financial statements for the fiscal year ended December 31, 2016, the Parent Borrower shall shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans in an amount equal to 50% (Asuch percentage as it may be reduced as described below, the “ECF Percentage”) the Applicable ECF Percentage of Excess Cash FlowFlow in excess of $15.0 million, 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 or Permitted Incremental Equivalent Debt, in each case to the commitments extent secured in whole or in part on a pari passu basis with the Closing Date Term Loans and
(iii) Revolving Loans, Refinancing Revolving Loans or loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the ABL Facility are permanently reduced Revolving Loans (in each case of this clause (iii), 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 end of such fiscal year-end but prior to the date a prepayment pursuant to this Section (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 of Indebtedness under any property or assets permitted by Section 10.5(arevolving credit facilities), (b), (c), (e), (f), (g), (h), (i) (to ; provided that 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) ECF Percentage for 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 fiscal year shall 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 25% if the case First Lien Net Leverage Ratio as of Dispositions described in clause (1) above, an amount the end of such fiscal year 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 3.50 to 1.00 and greater than 3.00 to 1.00 and (y) in 0% if the case First Lien Net Leverage Ratio as of Casualty Events described in clause (2) above, an amount the end of such fiscal year was less than or equal to 100% of such Net Proceeds received in connection with such Casualty Events3.00 to 1.00; 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 Excess Cash Flow 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 );
(B) the portion of such Net Proceeds Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds 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 net proceeds Excess Cash Flow 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 accordingly; providedand
(C) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, furtherthe declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) 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 (g) 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 “Disposition Percentage”) of all Net Proceeds realized or received; provided that (I) the Disposition Percentage shall be (x) 50% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.50 to 1.00 and greater than 2.00 to 1.00 and (y) 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.00 to 1.00 and (II) 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 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;
(B) 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 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(2)(b)(i) shall be reduced accordingly; and
(C) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaidprepaid 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 in accordance with the terms hereof; 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).
(iiiii) If a 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) eighteen (18) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary incurs or issues enters into a legally binding commitment to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Indebtedness after the Escrow Release Date (x) that is Net Proceeds are no longer intended to be Credit Agreement Refinancing Indebtednessor cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (yg) that is not otherwise permitted to be incurred pursuant to and (h) of this Section 10.3 or (z) notwithstanding clause (y2.05(2), 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 any such Net Proceeds received therefrom 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.
(i) If the Borrower or any Restricted Subsidiary enters into a Specified Operating Facility Sale-Leaseback Transaction, which results in the receipt by the Borrower or such Restricted Subsidiary of Specified Sale-Leaseback Net Proceeds, the Borrower shall prepay (or cause to be prepaid) on or prior to the date which is five ten (510) Business Days after the date of receipt of such Specified Sale-Leaseback Net Proceeds an aggregate principal amount of Loans equal to 100.0% of such Specified Sale-Leaseback Net Proceeds; provided that if the Borrower elects to make a Restricted Payment under Section 7.05(b)(24), the Borrower will only be required to prepay (or cause to be prepaid) an aggregate principal amount of Loans equal to 60% of such Specified Sale-Leaseback Net Proceeds.
(ii) If the Borrower or any Restricted Subsidiary enters into a Specified Other Sale-Leaseback Transaction, which results in 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 Specified Sale-Leaseback Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely and the Borrower elects 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.make a Restricted Payment under Section 7.05(b)
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 9.5(a6.13(c) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.13(d), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans in an amount equal to, if the Total Leverage Ratio for such Fiscal Year is (x) greater than or equal to 4.00:1.00, 50%, (Ay) the Applicable ECF Percentage less than 4:00:1.00, but greater than or equal to 3:00:1.00, 25% or (z) less than 3:00:1.00, 0%, in each case, of Excess Cash Flow, if any, Flow for the Excess Cash Flow Period Fiscal Year covered by such financial statements (statements, commencing with the Fiscal Year ending February 26ended December 31, 2015) minus (B) 2004; provided, that Excess Cash Flow for the sum Fiscal Year ended December 31, 2004 shall be calculated on a pro forma basis as though the Nu-Gro Acquisition had occurred on the first day of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant to Section 2.3(a), (2) Year; provided further that any calculation of Excess Cash Flow by the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h)may contain customary currency translation estimates, and (3) all voluntary prepayments may further contain deductions in respect of loans under the ABL Facility during withholding taxes that would be otherwise payable if such Fiscal Year funds were repatriated to the extent the commitments under the ABL Facility are permanently reduced United States as reasonably determined by the amount of such payments and, in the case of each a Responsible Officer of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated CashBorrower.
(ii) If (1) a If, in each case, Holdings, the Borrower or any Restricted Subsidiary of a Borrower their respective Subsidiaries Disposes of any property or assets in any single transaction or series of related transactions (other than any Disposition of any property or assets permitted by Section 10.5(aclauses (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), (km), (l), (o), (qn), (r) or (t)-(v), (x)-(aa)), or (2s) any Casualty Event occurs, of Section 7.04) which in the aggregate results in the realization or receipt by a Holdings, the Borrower or any Restricted such Subsidiary of Net ProceedsCash Proceeds in excess of $2,000,000 or receipt of condemnation or casualty proceeds in respect of any asset or property, 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 prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within two Business Days of receipt thereof by Holdings or such Subsidiary; provided, however, that, with respect to any Net Cash Proceeds received in respect of a Disposition or proceeds of insurance and condemnation awards described in this Section 2.05(b)(ii), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date which is five of the receipt of such proceeds or awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful in its business so long as (5x) Business Days within 360 days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds, such purchase or repair shall have been consummated or (y) if the Borrower or the relevant Subsidiary has entered into a definitive agreement within 360 days after its receipt of such Net Cash Proceeds to purchase or repair such assets within 180 days thereafter, within such 180 days after such receipt of Net Cash Proceeds (in each case, as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05; and provided still further that any Net Cash Proceeds received in connection with any Disposition of property or assets located outside the United States may contain deductions in respect of withholding taxes that would otherwise be payable if such funds were repatriated to the United States.
(iii) Upon each Specified Equity Issuance, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to (x) if the Total Leverage Ratio for the most recent Measurement Period ending on or prior to the date of such sale is greater than or equal to 4.00:1.00, 50%, (y) if the Total Leverage Ratio for the Measurement Period ending on or prior to the date of such sale is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 25% and (z) if the Total Leverage Ratio for the most recent Measurement Period ending on or prior to the date of such sale is less than 3.00:1.00, 0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower (or after the occurrence of the Holding Company Event, Holdings).
(iv) Except with respect to Loans incurred in connection with any Refinancing AmendmentUpon the incurrence or issuance by Holdings, Term Loan Extension Request the Borrower or any Incremental Amendment of their respective Subsidiaries of (A) any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, and (B) any Permitted Subordinated Indebtedness permitted to be incurred pursuant to Section 7.02(a), to the extent set forth not permitted to be retained by the Borrower thereunder, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings, the Borrower or such Refinancing AmendmentSubsidiary.
(v) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Term Loan Extension Request or Incremental Amendment as contemplated below)the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(Avi) each Each prepayment of Term Loans pursuant to this Section 2.3(b2.05(b) shall be applied applied, first, to the Term Facilities, ratably among the Dollar Term Facility and the Canadian Term Facility and (i) to next eight succeeding scheduled four principal installments to each Class of Term Loans and then ratably to the remaining repayment installments of each Class such Facility in direct order 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 maturity and (ii) any Class to the remaining principal repayment installments of Incremental Term Loanseach such Facility on a pro-rata basis based on the number of remaining installments and, Extended Term Loans or Other Term Loans may specify that one or more other Classes thereafter, to the Revolving Credit Facility (the amount of Loans may be prepaid prior to such Class prepayment of Incremental Term Loansthe Revolving Credit Facility, Extended Term Loans or Other Term Loans the “Reduction Amount”) in the manner set forth in clause (vii) of this Section 2.05(b); and (B) each such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Shares Shares.
(vii) The Revolving Credit Facility shall be permanently reduced by the Reduction Amount on the date of the applicable prepayment and such prepayment shall be, first, applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, third, applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, fourth, used to Cash Collateralize the L/C Obligations; and, thereafter, the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(viii) Notwithstanding any of the other provisions of Section 2.05(b)(i) through (vii), the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of any Interest Period pertaining to Loans being prepaid, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such prepaymentLoans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).
(ix) Anything contained in this Section 2.05(b) to the contrary notwithstanding, (A) if, following the occurrence of any Disposition by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the proceeds thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such proceeds in a particular manner, in either case in order to excuse the Borrower from being required to make an offer to the holders of any other debt or equity securities of the Borrower (an “Asset Sale Offer”) in connection with such Disposition, and the Borrower shall have failed to so commit or to so apply an amount equal to such proceeds on or prior to the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such proceeds, and, assuming no further application or commitment of an amount equal to such proceeds the Borrower would otherwise be required to make an Asset Sale Offer in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent on or prior to the date on which the Borrower would be required to make an Asset Sale Offer an amount equal to such proceeds to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the L/C Obligations in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower from making any such Asset Sale Offer.
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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 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);
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Sources: Credit Agreement (Sensata Technologies Holding PLC)
Mandatory. (i) Within Subject to the last paragraph in this Section 2.03(b), within five (5) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 9.5(a6.01(a) and the related Compliance Certificate has been delivereddelivered pursuant to Section 6.02(a), the Parent Borrower shall Borrowers shall, subject to clauses (v) and (vi) of this Section 2.03, prepay, or cause to be prepaid prepaid, an aggregate principal amount of Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the Applicable “ECF Percentage Percentage”) of Excess Cash Flow, if any, for the Excess Cash Flow Period fiscal year (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements (commencing with the Fiscal Year ending February 26, 2015) minus (B) the sum of (1i) all voluntary prepayments of Loans during such Fiscal Year made pursuant to Section 2.3(a)2.03(a)(i) or Section 2.03(a)(iv) (in an amount, (2) in the amount expended by any Purchasing Borrower Party to prepay any Loans case of prepayments pursuant to Section 2.3(c) or Section 14.7(h2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such Loans and only to the extent that such Loans have been cancelled) and (3ii) all voluntary prepayments of loans under any constituting Senior Lien Obligations or that is secured on an equal priority basis with the ABL Facility during such Fiscal Year Obligations (in each case, to the extent accompanied by a permanent reduction in the commitments under the ABL Facility are permanently reduced by the amount of such payments andcorresponding revolving commitments), in the case of each of the immediately preceding clauses (1i) and (ii), (2without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and (3), prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and in each case to the extent such prepayments are not funded with Internally Generated Cashthe proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities); provided that (x) the ECF Percentage shall be 25% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was (A) prior to the Delayed Draw Funding Date, less than or equal to 6.00 to 1.00 and greater than 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, less than or equal to 4.75 to 1.00 and greater than 4.25 to 1.00, and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to (1) prior to the Delayed Draw Funding Date, 5.50 to 1.00 or (2) on and after the Delayed Draw Funding Date, 4.25 to 1.00.
(ii) Subject to the last paragraph in this Section 2.03(b), (A) If (1x) a Holdings, any Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than (X) any Disposition of any property or assets permitted by Section 10.5(a7.05(a), (bSection 7.05(b), (c), (ed) (to the extent constituting a Disposition to Holdings, a 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), (m), (n), (o), (p), (q), (r), (s) or (t)-(vt)) and (Y) until the Senior Lien Termination Date, (x)-(aa)), any Disposition of Collateral) or (2y) any Casualty Event (other than with respect to the Collateral until the Senior Lien Termination Date) occurs, which results in the realization or receipt by Holdings, a Borrower or any such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shallBorrowers shall prepay, subject to the terms of the Intercreditor Agreements, or cause to be prepaid prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Holdings, such Borrower or any such Restricted Subsidiary of such Net Proceeds Cash Proceeds, subject to clause (B) of this Section 4 2.03(b)(ii) and clauses (v) and (vi) 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 all Net Cash Proceeds received in connection with such Casualty Eventsrealized or received; provided 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 Holdings, any Borrower (or any Restricted Subsidiary) is required to offer to repurchase any Permitted Incremental Equivalent Debt or to prepay Permitted First Priority Credit Agreement Refinancing Debt Indebtedness, in each case, that is secured on an equal priority basis with the Obligations (or any Permitted other Indebtedness constituting Equal Priority Obligations or in the case of the foregoing, any Refinancing Indebtedness in respect thereof that is secured on a pari passu an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Incremental Equivalent Debt and Credit Agreement Refinancing Debt Indebtedness and other Indebtedness secured on an equal priority basis with the Obligations (or Permitted such Refinancing thereofIndebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased or prepaidrepurchased, “Other Applicable Indebtedness”), then the Parent Holdings, any Borrower (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)(ii2.03(b)(ii)(A) shall be reduced accordingly; provided, 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) ; provided further, that is intended to no prepayment shall be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred required pursuant to this Section 10.3 or (z2.03(b)(ii)(A) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied with respect 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 portion 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 Net Cash Proceeds that 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)Representative 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 Administrative Agent of its intent to reinvest (or Incremental Amendment as contemplated below), (Aentered into a binding commitment to reinvest) 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 prepaymentSection 2.03(b)(ii)(B).
Appears in 1 contract
Sources: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
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 delivered90th day following the end of each Fiscal Year, the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to (A) 50% of the Applicable ECF Percentage amount 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 (B) the sum of (1) all voluntary prepayments of Loans during such Fiscal Year pursuant Year. Each such prepayment shall be applied as follows: first, subject to Section 2.3(a)subsection (c) below, (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 ratably to the extent Term A Facility, the commitments under Term B Facility and the ABL Term C Facility are permanently reduced by the amount of such payments and, in each case, ratably to the case of each of the immediately preceding clauses (1)principal installments thereof, (2) and (3)second, to the extent such prepayments are funded with Internally Generated Cashthat no Term Advances remain outstanding, permanently to reduce the Working Capital Facility as set forth in clause (vi) below.
(ii) If (1) a The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Parent or any Restricted Subsidiary of a Borrower Disposes its Subsidiaries from (A) the sale, lease, transfer or other disposition of any property assets of the Parent or any of its Subsidiaries but excluding any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii) or (iii) of Section 5.02(e), (B) the incurrence or issuance by the Parent or any of its Subsidiaries of any Debt (other than any Disposition of any property or assets Debt permitted by Section 10.5(a5.02(b) as of the date hereof), (bC) the sale or issuance by the Parent or any of its Subsidiaries of any Equity Interests (including, without limitation, receipt of any capital contribution, but excluding any such proceeds that are applied to redeem or repay the CRESTS) and (D) any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Subsidiaries and not otherwise included in clause (A), (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), (rB) or (t)-(v)C) 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 the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to (x) in the case of Dispositions described in Net Cash Proceeds received pursuant to clause (1A), (B) or (D) above, an the amount equal to the Applicable Disposition Percentage of all such Net Cash 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 Net Cash Proceeds received pursuant to clause (C) above, 50% of the amount of such Net Cash Proceeds. To the extent Net Cash Proceeds are not required to be applied pursuant to this Section 2.06(b)(ii) as a result of the last proviso of the definition of "Net Cash Proceeds", then the remaining portion of such Net Cash Proceeds not reinvested in the business of the Parent and its Subsidiaries as required by the last proviso of the definition of "Net Cash Proceeds" by the last day of such applicable period shall be applied to the prepayment of the Advances on such last day as otherwise required by this Section 2.06(b)(ii). Each such prepayment which is made shall be applied as follows: first, subject to subsection (c) below, ratably to the Term A Facility, the Term C Facility and the Term C Facility and, in each case, ratably to the 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 (2vi) abovebelow.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings and the Letter of Credit Advances and deposit an amount in the L/C Cash Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Working Capital Facility on such Business Day.
(iv) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) The Borrower shall pay to the Administrative Agent, on the first day of each Clean-Down Period, 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 amount by which the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that Working Capital Advances, the portion Letter 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, Credit Advances and the remaining amountSwing Line Advances plus the aggregate Available Amount of outstanding Letters of Credit exceeds $35,000,000, if any, of such net proceeds shall be allocated first 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 Working Capital Advances and the Letter of Credit Advances and second to be deposited in accordance with the terms hereofL/C Cash Collateral Account.
(iiivi) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after Prepayments of the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred Working Capital Facility made 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(vi), (Bii), (iii) Indebtedness incurred under a Qualified Real Estate Financing Facility or (v) above shall be first applied to finance the acquisition prepay Letter of Material Real Property after the Escrow Release Date so long as Credit Advances then outstanding until such Indebtedness is incurred within 180 days Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding comprising part of the acquisition same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of such Material Real Property and (C) Indebtedness the proceeds Available Amount of which are used by a Real Estate Subsidiary to pay the purchase price to Letters of Credit then outstanding; and, in the Borrower or a Restricted Subsidiary for any Real Property to case of prepayments of the extent such proceeds constituted Net Proceeds of a Disposition subject Working Capital Facility required pursuant to clause (bi) or (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount remaining (if any) after the prepayment in full of Loans in an amount equal to the Advances then outstanding and the 100% cash collateralization of all Net Proceeds received therefrom on or prior to the date which is five aggregate Available Amount of Letters of Credit then outstanding (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary sum of such Net Proceeds.
(ivprepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to may be retained by the extent Borrower and the Working Capital Facility shall be permanently reduced as set forth in Section 2.05(b)(iv). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, 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) funds shall be applied to reimburse the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably relevant Issuing Bank or Working Capital Lenders, as applicable.
(vii) All prepayments under this subsection (b) shall be made together with accrued interest to the remaining installments date 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.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after The Borrower shall, on the 15th day following each date on which the Borrower delivers the annual financial statements have been delivered pursuant to Section 9.5(a5.03(d) 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(a1998), (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 the Advances comprising part of the same Borrowings in an amount equal to (x) in if the case Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from Excess Cash Flow for such Disposition (excluding the proceeds from the disposition of the Equity Interests in or assets of Casa Ley Fiscal Year and (y) in at all other times, 75% of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied to the case of Casualty Events described in clause (2) aboveTerm Facility; provided, an amount equal to 100however, that 50% of such amount shall be applied to the installments of the Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of the Term Facility in inverse order of maturity. Upon the payment in full of the Term Advances, there shall be no further mandatory prepayments pursuant to this Section 2.05(b)(i).
(ii) The Borrower shall, on the third Business Day following the date of receipt of the Net Cash Proceeds received in connection with such Casualty Events; provided that by any Loan Party or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) of Section 5.02(e)), (B) 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)), (C) the sale or issuance after the Effective Date by any Loan Party or any 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 acquire capital stock or other ownership or profit interest (other than (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 sale or issuance of common stock of Holdings to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms new managers 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 Borrower and (y) if at the time that issuance of common stock of Holdings to managers of the Borrower upon the exercise by such managers of Stock options so long as the aggregate amount of all such issuances and sales shall not exceed $500,000 in any such prepayment would be required, Fiscal Year and (D) any Extraordinary Receipt received by or paid to or for the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (account of any Loan Party 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 its Subsidiaries and not otherwise included in clause (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”A), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the B) or (C) above, prepay an aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that Advances comprising part of the portion of such Net Proceeds allocated same Borrowings equal to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to Net Cash Proceeds. Each such prepayment shall be allocated applied ratably to the Other Applicable Indebtedness pursuant Term Facility; provided, however, that 50% of such amount shall be applied to the terms thereof, installments of the Term Facility in direct order of maturity and the remaining amount, if any, of such net proceeds 50% shall be allocated applied to the Term Loans in accordance with the terms hereof) to the prepayment installments of the Term Loans and to Facility in inverse order of maturity. Upon the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment payment in full of the Term Loans that would have otherwise been required Advances, there shall be no further mandatory prepayments 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 hereof2.05(b)(ii).
(iii) 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, the Letter of Credit Advances and the Swing Line Advances equal to 100% the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus 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.
(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 such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of 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
Sources: Credit Agreement (Central Tractor Farm & Country 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 (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 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 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 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 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 (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 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) ; provided, further, however, that is intended to no such prepayment shall be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred required pursuant to this Section 10.3 2.05(b)(ii)(A) if, on or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied prior 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)date, the Parent Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of reinvested 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 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 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 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 5.25:1; 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 4.00:1.
(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), ▇) or (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 no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the Intercreditor Agreements, then Borrower shall have given written notice to the Parent Borrower may Administrative Agent of its intention to reinvest or cause Loans to be prepaid and, reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing); provided further that in the case of a Disposition that is a Refranchising Transaction the Borrower shall be permitted to treat the acquisition of one or more franchises pursuant to such Refinancing Transaction as a reinvestment (to the extent required of the consideration paid for such acquisition) pursuant to Section 2.05(b)(ii)(A) notwithstanding the terms of the documentation governing fact that such Incremental Equivalent Debt, cause acquisition occurred prior to 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) Disposition; 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 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, 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.
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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 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 of Excess Cash Flow, if any, for third Business Day following each date on which the Excess Cash Flow Period covered by such Parent Guarantor delivers the audited Consolidated financial statements of the Parent Guarantor and its Subsidiaries pursuant to Section 5.03(d) and (B) 96 days after the end of each Fiscal Year, commencing with the Fiscal Year ending ended February 2627, 2015) minus (B) 1999, prepay an aggregate principal amount of the sum Advances comprising part of the same Borrowings equal to 50% of the remainder of (1) all voluntary prepayments of Loans during Excess Cash Flow for such Fiscal Year pursuant to Section 2.3(a), minus (2) $500,000. Each such prepayment shall be applied ratably to the amount expended by any Purchasing Borrower Party Funded Facilities and to prepay any Loans pursuant the principal installments thereof first, in order of maturity to Section 2.3(c) or Section 14.7(h)the principal installments that are due within the 12 months following the date of such prepayment, and (3) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year second, ratably to the remaining principal installments thereof. To the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, that no Advances in the case of each respect of the immediately preceding clauses Funded Facilities remain outstanding, prepayments shall be applied permanently to reduce the Unfunded Facilities as set forth in clause (1), (2vii) and (3), to the extent such prepayments are funded with Internally Generated Cashbelow.
(ii) If (1) a The Borrower shall, on the date of receipt of the 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) or (v) of Section 5.02(d)), (eB) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (fii), (giii) and (iv) of Section 5.02(b)), (hC) the sale or issuance by any Loan Party or any of its Subsidiaries of any capital stock (or other equity or ownership or profit interest), any securities convertible into or exchangeable for any capital stock (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), (rother equity or ownership or profit interest) or any warrants, rights or options to
(t)-(v), (x)-(aa)), 1) to any of the Childs Investors or (2) to any Casualty Event occurs, which results of the Equity Investors in consideration for any capital contribution made thereby in cash pursuant to Section 5.02(e)(viii)) and (D) any Extraordinary Receipt received by or paid to or for the realization or receipt by a Borrower account of any Loan Party or any Restricted Subsidiary of Net Proceedsits Subsidiaries and not otherwise included in clause (A), the Parent Borrower shall(B) or (C) above, 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 the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds; provided that, so long as no Default under Section 6.01(a) or 6.01(f) or Event of Default has occurred and is continuing, the Borrower may defer making any prepayment otherwise required under this Section 2.06(b)(ii) until the aggregate Net Cash Proceeds received by the Loan Parties and their Subsidiaries under this Section 2.06(b)(ii), whether as a result of one or more transactions covered hereby, equals at least $1,000,000 (although during such deferral period, the Borrower may apply all or any part of such aggregate amount to prepay Working Capital Advances and may, subject to the fulfillment of the conditions set forth in Section 3.02, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06); provided, however, that, 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 Advances in the amount of all Net Cash Proceeds received by the Borrower that are required to be applied to prepay Advances by this Section 2.06 (without giving effect to the immediately preceding proviso) but which have not previously been so applied. Each such prepayment shall be applied ratably to the Funded Facilities and to the principal installments thereof first, in order of maturity to the principal installments that are due within the 12 months following the date of such prepayment, and second, ratably to the remaining principal installments thereof. To the extent that no Advances in respect of the Funded Facilities remain outstanding, prepayments shall be applied permanently to reduce the Unfunded Facilities as set forth in clause (vii) below.
(iii) Notwithstanding any of the other provisions of this Section 2.06,
(A) if, following the occurrence of any "Asset Sale" (as defined in the indenture for the Subordinated Notes), the Borrower is required to commit by a particular date (a "Commitment Date") to apply or to cause any of its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (x) as defined in the indenture for the Subordinated Notes) thereof in a particular manner, or to apply or to cause any of its Subsidiaries 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 offer to redeem or to repurchase all or a portion of Dispositions described in clause (1) abovethe Subordinated Notes as a result of such "Asset Sale", and the Borrower shall have failed to so commit or to so apply, or to have caused any of its Subsidiaries to so commit or to so apply, an amount equal to such "Net Proceeds" at least 30 days before the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding Commitment Date or the proceeds from the disposition of the Equity Interests in or assets of Casa Ley and (y) in Application Date, as the case of Casualty Events described in clause (2) abovemay be, 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.or
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