Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 5 contracts
Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Credit Agreement (West Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a9.5(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)delivered, the Parent Borrower shall cause to be prepaid the Term an aggregate amount of Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31Fiscal Year ending February 26, 20072015) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (ii3) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility during such fiscal year Fiscal Year to the extent the Revolving Credit Commitments commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Internally Generated Cash.
(ii) (A) If (x1) the a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a10.5(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partye), (ef), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (no), (q), (r) or (ot)-(v), (x)-(aa)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the a Borrower or such any Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of 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 (other than Excluded 5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iv) received; Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that no (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice paid to the Administrative Agent of its intent to reinvest applicable Lenders in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event their respective Pro Rata Shares of Default has occurred and is then continuing);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. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid the prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (ix) all voluntary prepayments of of
(i) Term Loans during such fiscal year made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentsin 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 (i) principal amount of such Term Loans and 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 extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies), and
(iii) Revolving 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 such prepayments are not funded with accompanied by a permanent reduction in the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower corresponding Revolving Commitments or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(arevolving commitments), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);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 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(b6.02(a), the Parent Borrower shall cause prepay, subject to be prepaid clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of IndebtednessIndebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and no payment of any Loans greater than 3.0 to 1.0 and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Leverage Ratio as of the last day of for the fiscal year covered by such financial statements is as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 4.5:1or equal to 3.0 to 1.0.
(ii) (A) If (x) the Parent Borrower or any of its wholly-owned Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇)(▇▇), (h▇), (i▇), (l▇), (n▇), (▇), (▇), (▇) (except as set forth in the proviso thereof) or (oq)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such any of its wholly-owned Restricted Subsidiary Subsidiaries of Net Cash ProceedsProceeds or (z) the Parent Borrower or any of its Restricted Subsidiaries disposes of any Specified Assets, in each case, the Parent Borrower shall cause to be prepaid prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that in the case of clause (x) only, (I) the Disposition Prepayment Percentage shall be 75% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (II) the Disposition Prepayment Percentage shall be 50% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0; provided, further, that, except as provided in Section 7.05(f)(i) and (k), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);.
Appears in 4 contracts
Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to If (A) 50% the Company or any Subsidiary Disposes of Excess Cash Flowany assets other than Dispositions under Section 7.24(a), if anySection 7.24(b), for the fiscal year covered by such financial statements Section 7.24(e) or Section 7.24(f) (commencing with the fiscal year ended December 31a “Mandatory Prepayment Disposition”), 2007) minus or (B) the sum Company or any Restricted Subsidiary suffers an Event of Loss, which in each case, together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Effective Date, result in the realization by the Loan Parties, collectively, of Net Cash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $25,000,000, the Company shall in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds; provided that (x) with respect to all or a portion of any 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) all voluntary prepayments of Term Loans during such fiscal year and the Equity Interests in any Arena Subsidiary or (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, any interest in the case of each Arena), at the election of the immediately preceding clauses (i) Company, and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio so long as of the last day of the fiscal year covered by such financial statements is less than 5.25:1no Default shall have occurred and be continuing, the Borrower shall make prepayments of Loans Company or such Subsidiary may reinvest (or commit to reinvest) Net Cash Proceeds arising from such Disposition in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a)amount, (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in when combined with the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary amount of Net Cash ProceedsProceeds previously reinvested pursuant to this clause (A), not to exceed $50,000,000 in assets used or useful in the Borrower shall cause to be prepaid on or prior to business of the date which is ten (10) Business Days Company and its Subsidiaries within 365 days after the date of the realization or receipt of such Net Cash Proceeds Term Loans (or, to the extent 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 business of the Company and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds (or, to the extent so committed to be reinvested within 365 days after such receipt, is actually reinvested within 545 days after such receipt) and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, (x) to the 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 be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested within the time periods set forth above shall be immediately applied to the prepayment of the Loans.
(ii) [Reserved].
(iii) Upon the incurrence or issuance by the Company or any Restricted Subsidiary of any Indebtedness (other than, except in the case of any Refinancing Facility or any Refinancing Equivalent Debt or Permitted Refinancing Indebtedness in respect of the Facilities, Indebtedness permitted under Section 7.14), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iv) 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 Excluded Net Cash Proceedsthe L/C Borrowings) received; provided in an aggregate amount equal to such excess.
(v) Prepayments made pursuant to clauses (i) through (iii) of this Section 2.05(b), except to the extent that no such prepayment the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility.
(vi) Prepayments made pursuant to clause (iv) of this Section 2.05(b) shall be applied 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 L/C Obligations.
(vii) In the case of prepayments required pursuant to clause (i) through (iv) of this Section 2.05(b)(ii)(A) with respect to 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such portion time and the Cash Collateralization of such Net 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 Letter of Credit that has been Cash Proceeds that Collateralized, the Borrower funds held as Cash Collateral shall have, on be applied (without any further action by or prior to such date, given written notice to or from the Administrative Agent of its intent Company or any other Loan Party) to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);reimburse the L/C Issuers or the Revolving Credit Lenders, as applicable.
Appears in 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 (or were required to have been) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to have been) delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) 50% of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements Fiscal Year of Borrower (commencing with the fiscal year ended December 31Fiscal Year ending February 23, 20072013) minus covered by (or which would have been covered by) such financial statements over (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such paymentsfinancial statements, in the case of each of the immediately preceding clauses (i) and (ii), except to the extent such prepayments are not funded occurred in connection with the proceeds a refinancing of Indebtednesssuch Loans with other Indebtedness (such prepayments to be applied as set forth in clause (v) below); provided that if the Total Leverage Ratio as (x) such percentage of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower Excess Cash Flow shall make prepayments of Loans in an aggregate amount equal be reduced to 25% of such Excess Cash Flow for if the fiscal year covered by Consolidated Leverage Ratio at the end of such financial statements Fiscal Year is equal to or less than 3.00 to 1.00 but greater than 2.00 to 1.00 and no payment of any Loans (y) such prepayment shall not be required under this Section 2.05(b)(i) if the Total Consolidated Leverage Ratio as at the end of the last day of the fiscal year covered by such financial statements Fiscal Year is equal to or less than 4.5:12.00 to 1.00.
(ii) (A) If (x) the Borrower or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (oj)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be prepaid on applied as set forth in clause (v) below); provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower or prior any other Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the date which is ten Administrative Agent stating that such Person intends to reinvest all or any portion of such Net Cash Proceeds in such assets, (10B) Business Days within 365 days after the date of the realization or receipt of such Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds in such assets, and (C) such Net Cash Proceeds are reinvested in such assets within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Disposition constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12, and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from other funds of the Borrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; and provided, further, however, that any Net Cash Proceeds not so reinvested within the time periods specified above shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(ii).
(iii) Upon the incurrence or issuance by Borrower or any of its Restricted Subsidiaries of any Refinancing Indebtedness or any Indebtedness not permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (other than Excluded and in any event within one week) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt being received by or paid to or for the account of Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ProceedsProceeds received therefrom promptly (and in any event within ten Business Days) receivedfollowing receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided provided, however, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to any proceeds of insurance and condemnation awards (or payments in lieu thereof), and so long as no Event of Default shall have occurred and be continuing, such Person may apply such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received or to invest in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the Administrative Agent stating that such Person intends to reinvest all or such portion of such Net Cash Proceeds that to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to invest in such assets, (B) within 365 days after the receipt of such Net Cash Proceeds, the Borrower shall havehave entered into a binding commitment to reinvest such proceeds to replace or repair equipment, on fixed assets or prior real property or to invest in such assets, and (C) such Net Cash Proceeds are so used within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such dateExtraordinary Receipt constituted Collateral under the Collateral Documents, given written then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12 and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from the other funds of Holdings and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be allocated ratably between the Term Loans and, unless otherwise provided in the Additional Credit Extension Amendment providing for such other Class of Loans, each other Class of Loans and shall be applied to the remaining scheduled principal payments thereof in direct order of maturity (or as otherwise specified by the Borrower). Any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans to be made pursuant to clause (i), (ii) or (iv) of this Section 2.03(b), to decline all (but not a portion) of its intent pro rata share of such prepayment (such declined amounts “Declined Proceeds”). Any Declined Proceeds shall be offered to reinvest the Lenders of the applicable Class or Classes not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in accordance with the manner specified by the Administrative Agent). Notwithstanding any of the other provisions of clauses (i), (ii), or (iv) of this Section 2.05(b)(ii)(B2.03(b), so long as no Default under Section 8.01(a) (which notice may only be provided if no or Section 8.01(f) or Event of Default has shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clauses (i), (ii), or (iv) of this Section 2.03(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is then continuingless than or equal to $5.0 million, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i);, (ii), or (iv) of this Section 2.03(b) to be applied to prepay Loans exceeds $5.0 million. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f) or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first sentence of this clause (v)) but which have not previously been so applied. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amount required pursuant to Section 3.05.
(vi) The Borrower shall deliver to the Administrative Agent, (x) at the time of each prepayment required under this Section 2.03(b), a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (y) to the extent practicable, at least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.
Appears in 3 contracts
Sources: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2024, the Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid the prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of all voluntary prepayments of:
(i) all voluntary prepayments of Term Loans during made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such fiscal year Term Loans and only to the extent that such Loans have been cancelled),
(ii) all voluntary prepayments [reserved], and
(iii) Revolving Loans (in each case of Revolving Credit Loans during such fiscal year this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving Credit Commitments are permanently reduced by the amount of such paymentsor other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of IndebtednessFunded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $10.0 million, (x) the ECF Percentage shall be 25% if the Total Secured Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount 4.75 to 1.00 and greater than or equal to 25% of Excess Cash Flow for 4.50 to 1.00 and (y) the fiscal year covered by such financial statements and no payment of any Loans ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Secured Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 4.5:14.50 to 1.00.
(ii) (Ab) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), makes an Asset Sale or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall, within one (1) Business Day of Borrower’s or any Subsidiary’s receipt or realization of such Net Proceeds, prepay, or cause to be prepaid, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds realized or received; provided that, with respect to Net Proceeds not to exceed $75 million in the aggregate following the Closing Date, Borrower may (i) within one (1) Business Day of Borrower’s or any Subsidiary’s receipt or realization of such Net Proceeds, cause 100% of Net Proceeds to be deposited in a Cash Collateral Account and notify the Administrative Agent of B▇▇▇▇▇▇▇’s intent to reinvest such Net Proceeds in accordance with the following clause (ii), and (ii) reinvest such Net Proceeds in assets useful for their business and constituting Collateral (including, for the avoidance of doubt, capital expenditures solely with respect to assets that are, or immediately become Collateral) within twelve (12) months following receipt of such Net Proceeds; provided further that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, or are not so reinvested within twelve (12) months, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested or timely reinvested to the prepayment of the Term Loans as set forth in this Section 2.05(b).
(c) [Reserved].
(d) If the Borrower or any Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 resulting in Net Proceeds, the Borrower shall prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is ten five (105) Business Days after the date of receipt by the realization Borrower or receipt such Subsidiary of such Net Cash Proceeds Proceeds.
(A) Except as otherwise set forth in any Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated (x) prior to the Discharge of First Out Term Loans, to the prepayment of First Out Term Loans, and (y) after the Discharge of First Out Term Loans, to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and, in each case with respect to clauses (x) and (y), shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans in direct order of maturity; provided that
(B) such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that any Class of Incremental Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans), and
(C) in the event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be directed to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same date (except that any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing on the same date), and
(D) each prepayment of Term Loans required by Section 2.05(2)(d)(ii) shall be allocated (x) prior to the Discharge of First Out Term Loans, to the prepayment of First Out Term Loans, and (y) after the Discharge of First Out Term Loans, to any Class or Classes of Term Loans being refinanced as directed by the Borrower and shall be applied pro rata to Term Lenders within each such Class, based upon the outstanding principal amounts owing to each such Term Lender under each such Class of Term Loans.
(f) If for any reason the aggregate Outstanding Amount of Revolving Loans and L/C Obligations at any time exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans such aggregate Outstanding Amount of L/C Obligations exceeds the aggregate Revolving Commitments then in effect.
(g) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (d) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment (provided that, in the case of clause (b) or (d) of this Section 2.05(2), the Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a), (b) and (d)(i) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, one (1) Business Day after the date of such L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining shall be retained by the Borrower (or the applicable Subsidiary) and may be applied by the Borrower or such Subsidiary in any manner not prohibited by this Agreement.
(h) Notwithstanding any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to 100% the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions under the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would be payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(2) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, an amount equal to the Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2).
(i) All prepayments under this Section 2.05 (other than Excluded Net Cash Proceedsprepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of Revolving Commitments) received; provided that no shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment shall be of a SOFR Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such SOFR Loan pursuant to Section 3.05.
(j) Notwithstanding anything in this Section 2.05(2) to the contrary, until the Discharge of First Out Term Loans, all prepayments required pursuant to this Section 2.05(b)(ii)(A2.05(2) shall be applied to prepay First Out Term Loans, other than any prepayments pursuant to clause 2.05(2)(f), which may be applied to Revolving Loans. Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of SOFR Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such SOFR Loan prior to the last day of the Interest Period therefor, the Borrower may, in its discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with respect accrued interest to such portion the last day of such Net Interest Period into a Cash Proceeds that Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall havealso be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement. Additionally, notwithstanding anything else in this Agreement to the contrary, in the event that any Term Loan of any Lender would otherwise be repaid or prepaid from the proceeds of other Term Loans being funded on the date of such repayment or prior prepayment, if agreed to by the Borrower and such date, given written notice Lender and notified to the Administrative Agent prior to the date of its intent to reinvest the applicable repayment or prepayment, all or any portion of such Lender’s Term Loan that would have otherwise been repaid or prepaid in accordance with Section 2.05(b)(ii)(B) (which notice connection therewith may only be provided if no Event of Default has occurred and is then continuing);converted on a “cashless roll” basis into a new Term Loan.
Appears in 3 contracts
Sources: Super Priority Credit Agreement (WideOpenWest, Inc.), Super Priority Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements was less than 4.0 and no payment of any Loans greater than or equal to 3.0 and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Leverage Ratio as of the last day of for the fiscal year covered by such financial statements is was less than 4.5:13.0.
(ii) (A) If (x) the Borrower Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (nm) or (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Parent or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that (1) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ), with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) and (2) to the extent any applicable New Senior Secured Notes Indenture requires the Borrower to prepay or make an offer to purchase such New Senior Secured Notes with such Net Cash Proceeds, the amount of prepayment required pursuant to this Section 2.05(b)(ii)(A) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Term Loans and the denominator of which is the sum of the outstanding principal amount of the New Senior Secured Notes with respect to which such a requirement to prepay or make an offer to purchase exists and the outstanding principal amount of the Term Loans; provided further that the Borrower shall not be permitted to reinvest any such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) below if the Borrower applies any such Net Cash Proceeds to prepay or purchase New Senior Secured Notes and if the Borrower makes any such prepayment or purchase of New Senior Secured Notes, the Borrower shall prepay Term Loans in accordance with this paragraph within one (1) Business Day of such prepayment or purchase of New Senior Secured Notes without giving effect to clause (1) of the proviso above);.
Appears in 3 contracts
Sources: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Company shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:15.00:1.
(ii) (A) If (x) Holdings, the Borrower Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i), (l), (nj) or (on)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower Company or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that that, except with respect to a Disposition pursuant to Section 7.05(o), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 3 contracts
Sources: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an aggregate principal amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period commencing on the Closing Date and ending on December 31, 2007) covered by such financial statements (commencing with the fiscal year ended ending December 31, 2007) minus (B) the sum of (without duplication) (i) all voluntary prepayments of Term Loans during such fiscal year and year, (ii) all voluntary prepayments of Revolving Credit Working Capital RC Loans during such fiscal year to the extent the Revolving Credit Working Capital RC Commitments are permanently reduced by the amount of such payments, and (iii) all mandatory prepayments of Term Loans pursuant to Section 2.06(b)(iv) in respect of such fiscal year, but in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Total Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements 5.25:1.00 but greater than 4.00:1.00 and (y) no payment of any Term Loans shall be required under this Section 2.05(b)(i2.06(b)(i) if the Total Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:1or equal to 4.00:1.00.
(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), j) or (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, Term Loans in an aggregate principal amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.06(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B2.06(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 3 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Cheeseburger-Ohio, Limited Partnership), Credit Agreement (Osi Restaurant Partners, LLC)
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇)(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇) or (oq)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that if any Permitted Notes have been issued in compliance with Sections 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.
(iii) If the Borrower or any Restricted Subsidiary (A) incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(s)(iii) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, or (B) if any Refinancing Term Loans are borrowed, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom, in the case of clause (A) on or prior to the date which is six (6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds and, in the case of clause (B), on the date of such incurrence.
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(v) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall (except to the extent that any Incremental Amendment, Term Loan Extension Amendment or Refinancing Term Loan Amendment provides that the Incremental Term Loans, Extended Term Loans or Refinancing Term Loans established thereby shall participate on a less than pro rata basis with any existing Class of Term Loans) be applied pro rata to each Class of Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vi) of this Section 2.05(b).
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) of this Section 2.05(b)(ii)(A2.05(b) with respect at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such Net Cash Proceeds that declined amounts, the Borrower shall have, on or prior “Declined Proceeds”) of Term Loans required to such date, given be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of its intent such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of Default has occurred and is then continuing);the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.
Appears in 3 contracts
Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aSections 7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (k), (l), (nm) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (s) or (ot)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans; provided, further, that the Borrower may elect to apply prepayments pursuant to this Section 2.05(b) (1) to the Series B-3 Term Loans until such Series B-3 Term Loans are repaid in full, prior to any prepayment of Series B-4 Term Loans and (2) to Series B-4 Term Loans if accompanied by at least a pro rata prepayment of Series B-3 Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 3 contracts
Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 2575% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) during the applicable fiscal year or during the period after such year end but before the Excess Cash Flow payment is due and no payment made so long as (i) such prepayment is not deducted in the following fiscal year and (ii) such prepayment is financed with Internally Generated Cash; provided that for each fiscal year after fiscal year 2011, the percentage of any Loans shall Excess Cash Flow required to be required under this Section 2.05(b)(iapplied as a prepayment will be subject to the following stepdowns: (i) 50% if the Total Borrower’s Consolidated Leverage Ratio is less than or equal to 3.0:1.0 and greater than 2.0:1.0 as of the last day end of the such fiscal year covered by such financial statements and (ii) 25% if the Borrower’s Consolidated Leverage Ratio is less than 4.5:1or equal to 2.0:1:0 as of the end of such fiscal year.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or and (o)), k) or (y) any Casualty Event occurs, occurs which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is ten (10) Business Days of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds Term not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) or receipt by the Borrower of any equity contributions, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that for each year after the fiscal year ended December 31, 2011, the percentage of Net Cash Proceeds from such sales or issuances required to be applied as a prepayment will be 0% if the Borrower’s Consolidated Leverage Ratio is less than 2.5:1.0.
(iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Specified Prepayment Debt or Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (other than Excluded such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ProceedsProceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) receivedand (ix) below); provided provided, however, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such portion insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 365 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(vi) Subject to Section 2.05(b)(x), each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof in direct order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall haveimmediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, on or prior as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such dateexcess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), given written first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) As long as Term Loans are outstanding under the Term A Loan Facility, the Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term B Lender of the contents of any such prepayment notice and of such Term B Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Term B Facility). As long as Term Loans are outstanding under the Term A Loan Facility, any Term B Lender (a “Declining Term B Lender,” and any Term B Lender which is not a Declining Term B Lender, an “Accepting Term B Lender”) may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment otherwise required to be made with respect to the Term B Loans held by such Term B Lender pursuant to this Section 2.05(b) not be made (the aggregate amount of such prepayments declined by the Declining Term B Lenders, the “Declined Prepayment Amount”). In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Term A Lender and Accepting Term B Lender of the amount of such Declined Prepayment Amount and of such Term A Lender’s and Accepting Term B Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term A Facility and Term B Facility (excluding the Applicable Percentage of Declining Term B Lenders), as applicable). Any such Term Lender (a “Declining Term Lender”) may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice, that such Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its intent option, apply any amounts retained in accordance with this subclause (x) to reinvest prepay loans in accordance with Section 2.05(b)(ii)(B2.05(a) (which notice may only be provided if no Event of Default has occurred and is then continuing);above.
Appears in 2 contracts
Sources: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)
Mandatory. (i) Within five (5) 5 Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2021) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) at the Borrower’s option, all voluntary prepayments prepayments, repurchases or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, without limitation, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v) or Section 3.07, in each case, in an amount equal to the principal amount or face value of the Indebtedness so prepaid or purchased pursuant to a “Dutch Auction” and (iiy) other transactions pursuant to Section 10.07(l), in each case, in an amount equal to the principal amount or face value of the Indebtedness so prepaid or purchased), (2) at the Borrower’s option, all voluntary prepayments prepayments, repurchases or redemptions of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, (3) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any other Indebtedness (in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment) in each case, secured on a pari passu basis with or junior basis to the Initial Term Loans, in each case, in an amount equal to the principal amount or face value of the Indebtedness so prepaid or purchased (except to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (4) the amount of Capital Expenditures or acquisitions of IP Rights to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility), (5) the aggregate amount of all principal payments of Indebtedness of the Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (6) cash payments by the Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and the Restricted Subsidiaries during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to Section 7.02 (other than Section 7.02(a), (c) or (x)), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (9) the aggregate amount of expenditures made (or committed to be made) by the Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash and (11) the amount of cash taxes paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, in the case of each of the immediately preceding clauses (i1) and through (ii11), to the extent such prepayments are not funded with the proceeds without duplication of Indebtednessany deduction from Excess Cash Flow in any prior period; 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 pursuant to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) shall only be required for any fiscal year if the Total Leverage Ratio as amount of ECF Payment Amount for such fiscal year is greater than the greater of (A) $17,000,000 and (B) 25% of LTM Consolidated EBITDA at the time of such prepayment; provided, further, that, for the avoidance of doubt, only amounts in excess of the last day greater of (A) $17,000,000 and (B) 25% of LTM Consolidated EBITDA at the time of such prepayment shall be prepaid pursuant to this Section 2.05(b)(i); provided, further, that any amounts set forth in clauses (1) through (11) above may be applied to any subsequent fiscal year(s) to the extent the aggregate of such amounts exceeds the amount required to reduce to zero, with respect to any given fiscal year, the Excess Cash Flow prepayment otherwise required above (including after giving effect to the “de minimis” thresholds in the two immediately preceding provisos above and carry-forwards of any such excess amounts from prior years) for such fiscal year; provided further that, if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Indebtedness incurred pursuant to Section 7.03(q) or Section 7.03(w), incurred Indebtedness under Section 7.03(g) or any other Indebtedness outstanding at such time that, in each case, is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the fiscal year covered by documentation governing such financial statements is less than 4.5:1Indebtedness with all or a portion of the Excess Cash Flow, then the Borrower may apply the ECF Payment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such other Indebtedness at such time) to the prepayment of the Term Loans and such other Indebtedness; provided further that (A) the portion of the ECF Payment Amounts allocated to such other Indebtedness shall not exceed the amount of ECF Payment Amounts required to be allocated to such other Indebtedness pursuant to the terms thereof, and the remaining amount of such ECF Payment Amount shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and (B) to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(ii) (A) If (x1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) constituting Collateral pursuant to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (nSections 7.05(j) or (o)), f) or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) 10 Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to the Applicable Asset Sale Percentage of all Net Proceeds received (such amount, the “Applicable Proceeds”); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Indebtedness incurred pursuant to Section 7.03(q) or Section 7.03(w), incurred Indebtedness under Section 7.03(g) or any other Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply the Applicable 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) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded received therefrom on or prior to the date which is 5 Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(iii) 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 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.
(iv) 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 portion of such Net Cash Proceeds excess; provided that the Borrower shall have, on or prior 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 date, given written notice to aggregate Outstanding Amount exceeds the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);aggreg
Appears in 2 contracts
Sources: Credit Agreement (Legence Corp.), Credit Agreement (Legence Corp.)
Mandatory. (i) Within For each Fiscal Year commencing with the Fiscal Year ending on or about December 31, 2011, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), (or, if not delivered when required hereunder, after such financial statements and Compliance Certificate are required to be delivered pursuant to Sections 6.01(a) and 6.02(a), respectively) the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 50% the Excess Cash Flow Percentage of Excess Cash Flow, if any, Flow for the fiscal year Fiscal Year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary such prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, be applied as set forth in the case of each of the immediately preceding clauses (ivii), (ix) and (iix) below), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Loan Party Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a7.04(a), (b), (c), (d), or (e) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partyor Section 7.05(a), (eb), (gd), (f), (h), ) or (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash ProceedsProceeds in excess of $500,000 or such Loan Party receives cash proceeds from insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation or eminent domain proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (vii), (ix) and (x) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or cash proceeds of insurance or condemnation or eminent domain described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds or proceeds of insurance or condemnation or eminent domain in operating assets or to replace or repair the equipment, fixed assets or real property in respect of which is ten such cash proceeds were received so long as within three hundred and sixty-five (10365) Business Days days after the date of the realization or receipt of such Net Cash Proceeds, (x) such purchase, replacement, repair or reimbursement shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such purchase, replacement, repair or reimbursement within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such purchase, replacement, repair or reimbursement in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds Term not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (ii) and clauses (vii), (ix) and (x) below.
(iii) Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than Excluded Issuances), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(iv) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (other than Excluded but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Specified Equity Contribution, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ProceedsProceeds received therefrom within two (2) received; provided that no Business Days upon receipt thereof by such prepayment shall Loan Party or such Subsidiary (such prepayments to be required pursuant applied as set forth in clauses (vii), (ix) and (x) below).
(vi) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (ii), (iii), (iv) or (v) or of this Section 2.05(b)(ii)(A2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $500,000 received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi), (viii) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds resulting from Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such reinvestment shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such reinvestment within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such reinvestment in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (vi) and clauses (vii), (ix) and (x) below.
(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facility (and the principal installments thereof on a pro rata basis) and second to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, if applicable, and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall haveimmediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business (the sum of such prepayment amounts, cash collateralization amounts and remaining amounts being, collectively, the “Reduction Amount”). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Amounts to be applied as provided in this clause (b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this clause (b). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such dateClass to be prepaid; provided, given written notice however, that (i) the Administrative Agent shall not be required to make any investment that, in its judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations related to such Class of Loans. The Borrower hereby pledges and assigns to the Administrative Agent Agent, for the benefit of its intent the Secured Parties, to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);secure the Obligations each Prepayment Account so established.
Appears in 2 contracts
Sources: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Mandatory. (i) Within Commencing with Fiscal Year 2012, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a6.01(b) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.01(c), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) 50% the Repayment Percentage of Excess Cash Flow, if any, Flow for the fiscal year Fiscal Year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus over (B) the sum of (i) all voluntary prepayments the aggregate principal amount of Term Loans prepaid during such fiscal year Fiscal Year pursuant to Section 2.05(a)(i) and (ii) the excess of (x) all voluntary prepayments made under Section 2.05(b)(iii) over (y) the aggregate amount of Revolving Credit Loans during such fiscal year prepayments made under Section 2.05(b)(iii) that, pursuant to the extent the Revolving Credit Commitments are permanently reduced by the amount operation of such payments, in the case of each of the immediately preceding clauses clause (i) and (iix), have previously reduced the prepayment amount pursuant to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio (such prepayments to be applied as of the last day of the fiscal year covered by such financial statements is less than 4.5:1set forth in clauses (v) and (vii) below).
(ii) (A) If (x) the Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries Disposes of any Motor Vehicle (other than in connection with a Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property pursuant to Section 7.11(c) or assets (other than any Disposition Section 7.11(p), Disposes of any property or assets permitted by in connection with a sale and leaseback pursuant to Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n7.15(c) or (o)), or (y) any suffers a Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to be prepaid on or prior to the date which is ten 100% of such Net Cash Proceeds within five (105) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long as within 365 days after the date receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the realization or Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds Term shall be treated as a permitted application pursuant to this clause; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the sale or issuance by Holdings of any of its Capital Securities (other than (v) any sales or issuances of Capital Securities to another Loan Party, (w) any issuance or sale for the purpose of funding a Permitted Acquisition, (x) any prepayment or similar transaction permitted by Section 7.08 in respect of the Fixed Rate Notes, Senior Notes or other Indebtedness, (y) any sale or issuance of Capital Securities pursuant to an employee stock ownership plan or (z) if after giving pro forma effect thereto, the Consolidated Leverage Ratio is less than 2.50:1.00), the Borrower shall prepay an aggregate principal amount of the Loans equal to 10050% of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) If any Loan Party receives any Net Cash Proceeds from (x) any Qualified Receivables Transaction representing an increase in the net outstanding realizations by the Loan Parties under all Qualified Receivables Transactions to in excess of $275,000,000 (or, if greater, the largest prior amount since the Closing Date of such net outstanding realizations) or (y) any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below.
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facilities, ratably among the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, to the principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Term Loan Facilities, ratably among the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than Excluded Net Cash Proceedsthe L/C Borrowings) received; provided that no in an aggregate amount equal to such prepayment shall be required excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)(ii)(A2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) with respect or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Notwithstanding the foregoing, if a mandatory prepayment of Eurodollar Rate Loans is required pursuant to clause (b) of this Section 2.05 to be made on a date that is not an Interest Payment Date, the Borrower may delay such mandatory prepayment until the next succeeding Interest Payment Date so long as (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower deposits an amount equal to such portion mandatory prepayment for the period of such Net Cash Proceeds that delay in a cash collateral account maintained with (or, at the Borrower shall haveAdministrative Agent’s discretion, on or prior behalf of) (and subject to such date, given written notice to documentation reasonably satisfactory to) the Administrative Agent for the benefit of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) the Secured Parties (and over which notice may only be provided if no Event of Default has occurred and is then continuingthe 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) 10 Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause prepay, subject to be prepaid the Section 2.05(d), an aggregate principal amount of Term Loans in an amount equal to (A) 50% the ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements Fiscal Year (commencing with the fiscal year Fiscal Year ended on December 3129, 2007) 2014), minus (B) the sum of (i1) all voluntary the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such fiscal year Fiscal Year, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment (and, in each case, not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (2) at the Borrower’s election, all or any amount of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment, (ii3) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such paymentsreduction), in the case amount of each any cash prepayments of the immediately Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding clauses (i) Fiscal Year), and (ii4) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment and (5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such prepayments other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness; provided that in each case under clause (B) above, no voluntary prepayment funded with the proceeds of Indebtedness; provided that if an incurrence of Indebtedness with a maturity date more than twelve months from the Total Leverage Ratio as date of incurrence thereof (other than Revolving Credit Loans hereunder or loans under any other revolving facility available to the Borrower or any of its Restricted Subsidiaries) may be applied pursuant to clause (B) above to reduce the amount of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be prepayment required under this Section 2.05(b)(i); provided, further, that the prepayment set forth in this subsection 2.05(b)(i) if shall apply solely to the Total Leverage Ratio as extent that after giving effect thereto, the Available Liquidity of the last day of the fiscal year covered by such financial statements is less than 4.5:1Borrower and its Restricted Subsidiaries shall equal or exceed $500,000,000.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property (1) to a Loan Party or assets permitted (2) by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section 7.05(a7.05(e), (bp), (cs), (dt), (u), (v) or (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary required pursuant to a Loan Party), the definition of “Asset Swap Transaction”) (e), (g), (h), (i), (l), (nx) or (o)), or (y) any Casualty Event occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (x) and (y) results in the realization or receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash ProceedsProceeds in excess of $50,000,000 in any Fiscal Year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), subject to Section 2.05(d), the Borrower shall cause to be prepaid on or prior (1) give written notice to the date which is ten (10) Business Days Administrative Agent thereof promptly after the date of the realization or receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), prepay an aggregate principal amount of Term Loans in an amount equal to 100% the Disposition/Casualty Event Percentage of all the Net Cash Proceeds (other than Excluded Net Cash Proceeds) receivedreceived from such Relevant Transaction within 15 Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that no the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment shall be required pursuant or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to this Section 2.05(b)(ii)(Aexceed the product of (1) with respect to such portion the amount of such Net Cash Proceeds that and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness. Notwithstanding anything in the first sentence of this Section 2.05(b)(ii)(A) to the contrary, in no event shall any Net Cash Proceeds received by the Borrower shall haveor any Restricted Subsidiary with respect to a Disposition of any Excluded Disposition Assets, on the Equity Interests of any Excluded Disposition Subsidiary or prior an Unrestricted Subsidiary that has no material assets other than Excluded Disposition Assets or the Equity Interests of Excluded Disposition Subsidiaries, be required to such date, given written notice be applied to repay the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Term Loans.
Appears in 2 contracts
Sources: Credit Agreement (Tribune Media Co), Credit Agreement (Chicagoland Television News, LLC)
Mandatory. (ia) Within five (5) Business Days after financial statements have been or are required to have been delivered pursuant to Section 6.01(a6.01(1) and the related Compliance Certificate has been or is required to have been delivered pursuant to Section 6.02(b6.02(1) (such date, the “ECF Due Date”), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid the prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of all voluntary prepayments of:
(i) all voluntary prepayments of Term Loans during made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such fiscal year Term Loans and only to the extent that such Loans have been cancelled);
(ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies); and
(iii) Revolving Credit Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments are permanently reduced by the amount of such payments, or other revolving commitments); in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of IndebtednessFunded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5,000,000, (x) the ECF Percentage shall be 25% if the Total First Lien Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) the fiscal year covered by such financial statements and no payment of any Loans ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total First Lien Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 4.5:1or equal to 1.25 to 1.00; provided, further, that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(ii) (Ai) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), makes an Asset Sale or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay, or cause to be prepaid prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(b)(ii)(B2.05(2)(b)(ii); provided, further, that:
(A) if at the time that any such prepayment would be required, the Borrower (which notice or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may only apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if no Event any, of Default has occurred and is then continuingsuch portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i).
(ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is one (1) Business Day after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans in direct order of maturity; provided that:
Appears in 2 contracts
Sources: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aS▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇) (in the case of clause (d)(i) except to the extent constituting a Disposition by any Restricted Subsidiary such property is subject to a Loan PartyMortgage), (eo), (gp), (h), (i), (l), (nq) or (os)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, (I) to the extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Facility Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Facility Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Facility Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of Senior Secured Debt Obligations of the ABL Secured Parties (each such term as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii).
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (iproviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the fiscal year ended December 31, 2009 minus (B) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and no payment (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of any Loans the Revolving Credit Facility); provided, that such percentage shall be required under this Section 2.05(b)(i) reduced to 0% if the Total Leverage Ratio as of the last day of the prior fiscal year covered by such financial statements is was less than 4.5:12.50:1.00.
(ii) (A) If (x) the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary that is not a Loan Party to a Loan Party), (e), (g), (h), (i), (l), (nj) or (ok)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or such Restricted Subsidiary of Net Cash Proceeds, in excess of $1,000,000, the Borrower shall cause (1) give written notice to be prepaid the Administrative Agent thereof on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within two (other than Excluded Net Cash Proceeds2) received; provided that no Business Days of receipt thereof by Holdings or such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (Michael Foods Inc/New), Credit Agreement (Michael Foods Inc/New)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a9.5(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)delivered, the Parent Borrower shall cause to be prepaid the Term an aggregate amount of Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31Fiscal Year ending February 26, 20072015) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (ii3) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility during such fiscal year Fiscal Year to the extent the Revolving Credit Commitments commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Internally Generated Cash.
(ii) (A) If (x1) the a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a10.5(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partye), (ef), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (no), (q), (r) or (ot)-(v), (x)-(aa)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the a Borrower or such any Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of (i) the Equity Interests in or assets of Casa Ley and PDC and (ii) repayments of intercompany loans from Safeway to PDC contemplated by the Safeway Merger Agreement) and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Permitted Notes have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, cause such Permitted Notes to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. In addition, notwithstanding anything to the contrary contained herein, if a Borrower or any of its Subsidiaries receives Net Proceeds from any disposition of Divested Properties, the Borrowers shall first prepay an amount of ABL Loans, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds, in an amount equal to the least of (x) the amount of such Net Proceeds, (y) the amount of ABL Loans borrowed in connection with the Transactions and (z) $300,000,000 (in the case of subclauses (y) and (z) when aggregated with all previous repayments pursuant to this sentence) and any remaining Net Proceeds from the Disposition of Divested Properties shall thereafter be applied as provided above in this subsection.
(iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (other than Excluded 5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iv) received; Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that no (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice paid to the Administrative Agent of its intent to reinvest applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(i) Notwithstanding anything to the contrary in Section 2.05(b)(ii)(B2.3(a), 2.6(a) or 2.7 (which notice may only provisions shall not be applicable to Section 2.3(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in Section 2.3(c); provided if that (A) any Discounted Voluntary Prepayment shall be offered to all Lenders with Loans of a specified Class on a pro rata basis, (B) such Purchasing Borrower Party shall deliver to the Agent a certificate stating that (1) no Default or Event of Default has occurred and is then continuingcontinuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment);, (2) each of the conditions to such Discounted Voluntary Prepayment contained in Section 2.3(c) has been satisfied, (3) such Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to Holdings or any of its Subsidiaries that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or Affiliates) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Loans.
(ii) To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Agent substantially in the form of Exhibit I hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Loans of a specified Class in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Loans, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).
(iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.3(c)(ii), the Agent shall promptly notify each Lender of the applicable Class thereof. On or prior to the Acceptance Date, each Lender may specify by written notice substantially in the form of Exhibit J hereto (each, a “Lender Participation Notice”) to the Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Agent) of Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.3(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans of the applicable Class whose Lender Participation Notice is not received by the Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.
(iv) The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Loans of the applicable Class (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.
(v) Each Discounted Voluntary Prepayment shall be made within five Business Days after the Acceptance Date (or such other date as the Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.3), upon irrevocable notice substantially in the form of Exhibit K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Agent no later than 11:00 a.m. (New York City time), two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.
(vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.3(c)(iii) above) established by the Agent in consultation with the Parent Borrower.
(vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.
Appears in 2 contracts
Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), 7.05 (b), (c), (d) (in the case of clause (d)(i) except pursuant to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (nSections 7.05(j) or (o7.05(k)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $10,000,000 per fiscal year, the Borrower shall cause prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt 100% of such Net Cash Proceeds Term Loans in excess of such $10,000,000 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 clauses (v) and (vii) below) and (B) notwithstanding anything to the contrary in subclause (A) above, if at the time of any Disposition pursuant to Section 7.05(l) the Total Facility Amount is in excess of $350,000,000 (the “Facility Cap”), the Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom no later than five (other than Excluded 5) Business Days following receipt thereof by the Borrower or such 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 ProceedsProceeds 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) receivedIn 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 no such in respect of the mandatory prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) with respect for the Fiscal Year ending September 30, 2012, such prepayment shall be in amount equal to the Excess Cash Flow Amount for such portion Fiscal Year multiplied by the 2012 ECF Pro Ration Amount.
(iii) Upon the incurrence or issuance by the Borrower or any of such 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 Cash Proceeds that 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) 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 (i), (ii), or (iii) of this Section 2.05(b), the Borrower shall haveprepay (or Cash Collateralize, on as applicable) an aggregate principal amount of Pro Rata Obligations equal to 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 prior Cash Collateralization) to such datebe applied as set forth in clauses (v) and (vii) below.
(v) Each prepayment (or Cash Collateralization, given written notice as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, to the Administrative Agent of its intent to reinvest Term Loans held by all Term Lenders in accordance with Section 2.05(b)(ii)(B) their Applicable Percentages (which notice may only be provided if no Event 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 Default has occurred and is then continuing);such 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 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) and Term Loans prepaid at a discount to par pursuant to Dutch Auctions during such time, in each case, up to the actual cash purchase price thereof during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash or borrowings under the Revolving Credit Facility and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower Holdings or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aSections 7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (hh)(i), (i), (l), (n), (o), (p), (r), (s), (t) or (ou)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Liens securing Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(x) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.
(iv) If a Parent IPO occurs after the Closing Date, the Borrower shall cause to be offered to be prepaid Term Loans in an aggregate principal amount equal to 100% of the Declined IPO Proceeds (as defined in the Bridge Loan Agreement) on or prior to the date which is the later of (A) five (5) Business Days after the receipt by Holdings or the Borrower of such Parent IPO Proceeds and (B) one (1) Business Day after notice to the Borrower in accordance with Section 2.05(b) of the Bridge Loan Agreement that any Parent IPO Proceeds constitute Declined IPO Proceeds (as defined in the Bridge Loan Agreement).
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid (in any event, within five Business Days) Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2013) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall Borrowers shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans pursuant to Section 2.05(a)(v), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1).
(ii) (A) If (x1) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section Sections 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f) (except as set forth in the proviso thereof and except to the extent such property is subject to a Mortgage), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q) and (r)) or (o)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or such Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on have reinvested (or prior entered into a binding commitment to such date, given written notice to the Administrative Agent of its intent to reinvest reinvest) in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Par Pharmacuetical, Inc.), Credit Agreement (Par Pharmacuetical, Inc.)
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending on or about December 31, 2023) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as Indebtedness and, without duplication of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section Sections 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o), (p), (q), (r) or (os)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to the Applicable Asset Sale Percentage of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Amendment No. 5 Effective Date (other than Indebtedness not prohibited under Section 7.03 ), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is six (other than Excluded 6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iv) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such prepayment shall be required pursuant paid to this Section 2.05(b)(ii)(A) the Lenders in accordance with respect to such portion their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 2 contracts
Sources: Amendment No. 7 to the Amended and Restated Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(b6.02(a), the Parent Borrower shall cause prepay, subject to be prepaid clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of IndebtednessIndebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and no payment of any Loans greater than 3.0 to 1.0 and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Leverage Ratio as of the last day of for the fiscal year covered by such financial statements is as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 4.5:1or equal to 3.0 to 1.0.
(ii) (A) If (x) the Parent Borrower or any of its wholly-owned Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇)(▇▇), (h▇), (i▇), (l▇), (n▇), (▇), (▇), (▇) (except as set forth in the proviso thereof) or (oq)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such any of its wholly-owned Restricted Subsidiary Subsidiaries of Net Cash Proceeds, or (z) the Parent Borrower or any of its Restricted Subsidiaries disposes of any Specified Assets, in each case, the Parent Borrower shall cause to be prepaid prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in an amount accordance with Section 2.05(b)(v)) equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that in the case of clause (x) only, (I) the Disposition Prepayment Percentage shall be 75% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (II) the Disposition Prepayment Percentage shall be 50% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0; provided, further, that, except as provided in Section 7.05(f)(i) and (k), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Company shall cause to be prepaid the an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:15.00:1.
(ii) (A) If (x) Holdings, the Borrower Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i), (l), (n) or (oj)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower Company or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Data Systems Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a9.5(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)delivered, the Parent Borrower shall cause to be prepaid the Term an aggregate amount of Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31Fiscal Year ending February 26, 20072015) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (ii3) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility during such fiscal year Fiscal Year to the extent the Revolving Credit Commitments commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Internally Generated Cash.
(ii) (A) If (x1) the a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a10.5(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partye), (ef), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (no), (q), (r) or (ot)-(v), (x)-(aa)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the a Borrower or such any Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of (i) the Equity Interests in or assets of Casa Ley and PDC and (ii) repayments of intercompany loans from Safeway to PDC contemplated by the Safeway Merger Agreement) and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Permitted 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 Permitted NotesIncremental Equivalent Debt, cause such 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 Cash Proceeds received therefrom on or prior to the date which is five (other than Excluded 5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iv) received; Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that no (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice paid to the Administrative Agent of its intent to reinvest applicable Lenders in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event their respective Pro Rata Shares of Default has occurred and is then continuing);such prepayment.
Appears in 2 contracts
Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant The Borrower shall, on the last day of the Marriott Bond Tender Period, prepay one or more Groups of Term Advances in an aggregate principal amount equal to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)excess, if any, of the Borrower shall cause to be prepaid the aggregate principal amount of all Term Loans in Advances then outstanding over an amount equal to the aggregate Term Commitments on the Closing Date (without regard to any later reduction or termination thereof) less the aggregate principal amount of Retained Marriott Bonds then outstanding.
(ii) The Borrower shall, subject to clause (vii) of this Section 2.06(b), on the date of receipt by any Loan Party of the Net Cash Proceeds from:
(A) 50% the sale, lease, transfer or other disposition of Excess Cash Flowany business or fixed or capital assets of the Borrower or any of its Subsidiaries (other than (i) any sale, if anylease, transfer or other disposition of assets pursuant to clauses (i) through (vii) of Section 5.02(e), (ii) any sale, transfer or other disposition of synergy related assets to the extent such proceeds are reinvested in similar assets for the fiscal year covered by such financial statements purpose of achieving the planned synergy cost savings and (commencing with iii) other sales in an aggregate amount not to exceed $10,000,000 in Net Cash Proceeds in any Fiscal Year of the fiscal year ended December 31, 2007) minus Borrower and $30,000,000 in Net Cash Proceeds over the term of the Facilities),
(B) the sum sale or issuance by the Parent Guarantor of any capital stock or other ownership or profit interest, or any warrants, rights or options to acquire capital stock or other ownership or profit interest (iother than equity contributions hereafter made by Sodexho to the Parent Guarantor and stock options or warrants currently outstanding or hereafter issued pursuant to any stock option, plan or other compensation arrangement approved by the Borrower's or the Parent Guarantor's Board of Directors),
(C) all voluntary prepayments any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (A) or (B) above, prepay, ratably, the Advances in a Group or Groups of Term Loans during such fiscal year Advances in an aggregate principal amount equal to (x) in the case of clause (A) above, 100%, (y) in the case of clause (B) above, 50% and (iiz) all voluntary prepayments in the case of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by clause (C) above, 70% of the amount of such paymentsNet Cash Proceeds. Each such prepayment shall be applied pro rata to the Term Advances of the several Lenders included in such Group or Groups and shall reduce pro rata the remaining installments set forth in Section 2.04(a); provided that, in the case of clause (B) only, no such prepayment shall be required if the Leverage Ratio is less than 3.0:1.0 as at the end of each of the immediately preceding clauses two consecutive Fiscal Quarters of the Borrower or in the event that the senior unsecured non-credit-enhanced Debt of the Parent Guarantor or the Borrower obtains a rating of Baa3 or higher by ▇▇▇▇▇'▇ or BBB- or higher by S&P.
(iii) The Borrower shall, subject to clause (vii) of this Section 2.06(b), on the tenth day following the date of delivery of the audited financial statements contemplated by Section 5.03(c), commencing with the four Fiscal Quarters ended August 1999, prepay ratably, the Advances in a Group or Groups of Term Advances in an aggregate principal amount equal to fifty percent (50%) of the Excess Cash Flow in excess of $5,000,000 for such Fiscal Year. Each such prepayment shall be applied pro rata to the Term Advances of the several Lenders included in such Group or Groups and shall reduce the remaining installments set forth in Section 2.04(a) in direct order of maturity; provided that such prepayment shall not be required if the Leverage Ratio is less than 3.0:1.0 as at the end of each of the immediately preceding two consecutive Fiscal Quarters of the Borrower or in the event that the senior unsecured non-credit-enhanced Debt of the Parent Guarantor or the Borrower obtains a rating of Baa3 or higher by ▇▇▇▇▇'▇ or BBB- or higher by S&P.
(iv) The Borrower shall, on each Business Day, prepay ratably the Advances in a Group or Groups of Revolving Credit Advances and/or prepay Letter of Credit Advances in an aggregate principal amount equal to the amount by which the sum of the aggregate principal amount of the Revolving Credit Advances and the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the aggregate Revolving Credit Facility Commitments on such Business Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to clause (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full and second applied to prepay Groups of Revolving Credit Advances then outstanding until such Advances are paid in full.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.
(vii) If any prepayment pursuant to clause (i) and or (ii)) above would otherwise be required to be made on a day on which the aggregate principal amount of Term Advances that are Base Rate Advances and the aggregate principal amount of Term Advances that are Eurodollar Rate Advances with Interest Periods ending on such day is less than the amount of such prepayment, such prepayment may, at the election of the Borrower, be deferred, but only to the extent of such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of shortfall, until the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments next ending Interest Period in respect of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Term Advances.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Sodexho Alliance S A), Credit Agreement (Sodexho Mariott Services Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year in which the Amendment and Restatement Effective Date occurs) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid prepay an aggregate principal amount of the Term Loans in an amount Facilities equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (commencing with the fiscal year ECF Period then ended December 31, 2007) minus over (B) the sum of (i1) all voluntary prepayments the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year 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 (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such payments, in the case of each of the immediately preceding clauses (i) and (iireduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to the extent Section 2.05(a)(i) during such ECF Period (such prepayments are not funded with the proceeds of Indebtednessto be applied as set forth in clause (iv) below); provided that (A) the ECF Percentage shall be 25% if the Total Consolidated Leverage Ratio as at the end of the last day of the fiscal year ECF Period covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for 3.00:1.00 and greater than 2.25:1.00 and (B) the fiscal year covered by such financial statements and no payment of any Loans ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Consolidated Leverage Ratio as at the end of the last day of the fiscal year ECF Period covered by such financial statements is less than 4.5:1or equal to 2.25:1.00.
(ii) If (A) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), 7.05 (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), other than clauses (h) and (t) thereof), (i), (l), (n) or (o)), or (yB) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause shall, within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of the Facilities equal to 100% of such Net Cash Proceeds (such prepayments to be prepaid applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii) (other than a Disposition pursuant to Section 7.05(t)), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is ten (10) fifth Business Days Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the realization Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in 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 the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than clause (s) thereof and Refinancing Term Loans in and initial borrowings under Replacement Revolving Credit Commitments)), the Borrower shall prepay an aggregate principal amount of the Facilities equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (other 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 Excluded Net Cash Proceeds) receivedpro rata treatment; provided that no 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 the Tranche A Term Facility, to the respective scheduled principal repayment installments thereof due within the twelve months after such prepayment in direct order of maturity and thereafter to the remaining scheduled principal repayment installments thereof on a pro rata basis and (y) in the case of 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 (vi) of 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 such excess (without reduction of commitments).
(vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)(ii)(A) with respect 2.05(b), first, shall be applied ratably to such portion 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. Upon the drawing of such Net any Letter of Credit that has been Cash Proceeds that Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower shall haveor any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);as applicable.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Mandatory. (i) Within five Beginning with the fiscal year ending December 31, 2016, within ten (510) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Borrowers shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (AI) 50% of Excess Cash Flow, the excess (if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and no payment (ix) below) and (y) the aggregate principal amount of any Revolving Credit Loans shall be required under this prepaid pursuant to Section 2.05(b)(i2.05(a)(i) if and accompanied by a permanent reduction in the Total Leverage Ratio as Revolving Credit Commitment equal to the amount of the last day of the fiscal year covered by such financial statements is less than 4.5:1.prepayment pursuant to Section 2.06(a);
(ii) (A) If (x) the Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or assets (other than any Disposition of any property p) or assets pursuant to a transaction not otherwise permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, 7.05 which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Borrower Borrowers shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date which is ten of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within two hundred seventy (10270) Business Days days after the date of the realization or receipt of such Net Cash Proceeds Term (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (other than Excluded such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds) received; provided that ), and so long as no such prepayment Default shall have occurred and be continuing, the Borrowers shall not be required pursuant to this Section 2.05(b)(ii)(A) with prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower shall haveBorrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or prior before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such dateNet Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, given written the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Administrative Agent Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of its intent the proceeds of any Specified Equity Contribution pursuant to reinvest Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing2.05(a)(i);.
Appears in 2 contracts
Sources: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aSections 7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (k), (l), (nm) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (s) or (ot)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)) and no later than the 95th day after the end of a Fiscal year, the Borrower shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no 4.0:1 but greater than 3.0:1. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:1or equal to 3.00:1.
(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), ) or (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 2 contracts
Sources: Credit Agreement (Transcultural Health Develpment, Inc.), Credit Agreement (CRC Health CORP)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related applicable Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause offer to be prepaid the 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 “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31September 30, 20072012) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a)(i) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Senior Secured Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount 2.25 to 1.00 and greater than or equal to 25% of Excess Cash Flow for 1.75 to 1.00 and (y) the fiscal year covered by such financial statements and no payment of any Loans ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Senior Secured Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 4.5:11.75 to 1.00.
(ii) (A) If (x1)(x) the Borrower or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (ik), (l), (n) or (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash ProceedsProceeds 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 Borrower shall cause offer to be prepaid prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received (other than Excluded or, at the option of the Borrower, use such Net Cash Proceeds) receivedProceeds to 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 the Senior Secured Leverage Ratio as of the end of the 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 (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured Leverage Ratio as of the end of the Test Period immediately preceding such Disposition or Casualty Event was less than 1.50 to 1.00; and provided, further that:
(1) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided only if no Event of Default under Section 8.01(a) or Section 8.01(f) has occurred and is then continuing);
(2) with respect to Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in connection with a Disposition in the form of an exchange of like property pursuant to Section 7.05(n), no prepayment shall be required so long as (A) no Event of Default has occurred and is then continuingcontinuing and (B) the aggregate amount of such 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
(3) with respect to Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in connection with any Disposition other than pursuant to Section 7.05(n), no prepayment shall be required so long as (A) no Event of Default has occurred and is then continuing and (B) the aggregate amount of such 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 required to be so applied) and (y) with respect to all other Net Cash Proceeds received in connection with 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 amount 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 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 6.01(a2.06(b)(vi) and below) deposit an amount in the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans Collateral Account in an amount equal to to, (A) 50% of Excess Cash Flow, if any, for at any time when the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Consolidated Total Leverage Ratio as of the last day end of the fiscal year covered by such financial statements applicable Fiscal Year is less greater than 5.25:12.50:1.00, 50% of the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for such Fiscal Year and (B) at any time when 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 Consolidated Total Leverage Ratio as of the last day end of the fiscal year covered by such financial statements applicable Fiscal Year is less than 4.5:1or equal to 2.50:1.00, 25% of the amount of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied first ratably to the amortization installments under the Term Facility 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).
(ii) The Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (A) If (x) the Borrower sale, lease, transfer or other disposition of any assets of any Loan Party or any Restricted Subsidiary 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 7.05(a), (b), (c), (d) (in the case of pursuant to clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (lii), (niii), (iv), (vi), (vii)(B) or (ovii)(D)(except as provided in the proviso thereto) 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 issuance of any class of equity (other than pursuant to a Permitted Disposition or the issuance of equity compensation to the employees of the Borrower and its Subsidiaries including stock option exercises and restricted stock issuance), (D) 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), (B), (C) or (yD) any Casualty Event occursabove, which prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and (if applicable pursuant to Section 2.06(b)(vi) below) deposit an amount in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans Collateral Account in an amount equal to 100% of all Net Cash Proceeds (other than Excluded the amount of such Net Cash Proceeds) received; provided that no . Each such prepayment shall be required 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 this Section 2.05(b)(ii)(A2.06(b)(vi) with respect 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 portion of such Net Cash Proceeds that the Business Day.
(iv) The Borrower shall haveshall, on or prior to such dateeach Business Day, given written notice pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of its intent all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to reinvest clause (i), (ii), or (iii) above shall be made without reduction in accordance the Revolving Credit Commitment or the Letter of 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 clause (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 Issuing Bank or Revolving Credit Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 2.05(b)(ii)(B9.04(c). If any payment of 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 (and if so directed, the Administrative Agent shall) deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which notice may only be provided if no Event time the Administrative Agent shall apply the amount of Default has occurred and is then continuing);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.
Appears in 2 contracts
Sources: Credit Agreement (CBRL Group Inc), Credit Agreement (CBRL Group Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year ended of the Borrower ending December 31, 20072011) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year and other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness, (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such paymentsreduction), in the case amount of each any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year and (3) for the fiscal year of the immediately preceding clauses (i) and (ii)Borrower ending December 31, to the extent such prepayments are not funded with the proceeds of Indebtedness2011, Foreign Excess Cash Flow, if positive; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year covered by such financial statements is was less than 5.25:14.00:1; and provided, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and further, that no payment of any Loans shall be required mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year covered by such financial statements is was less than 4.5:13.25:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n) or ▇), (▇), (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intent intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which notice election may only be provided made if no Event of Default has occurred and is then continuing);; provided further that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
Appears in 2 contracts
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower Borrowers shall cause offer to be prepaid the prepay, subject to clauses (b)(vi) and (c) of this Section 2.05, an aggregate principal amount of Term Loans in an amount (on a pro rata basis based on the Dollar Amount thereof) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 3128, 20072013) minus (B) the sum of (i) all voluntary prepayments of Term Loans made pursuant to Section 2.05(a)(i) during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent that such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Senior Secured Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements was less than or equal to 3.5 to 1.0 and no payment of any Loans greater than 3.0 to 1.0 and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Senior Secured Leverage Ratio as of the last day of for the fiscal year covered by such financial statements is was less than 4.5:1or equal to 3.0 to 1.0.
(ii) (A) If (x1)(x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (ik), (lm), (n) or (op)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash ProceedsProceeds and (2) the Senior Secured Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event is greater than 3.0 to 1.0 (calculated on a Pro Forma Basis), the Borrower Borrowers shall cause offer to be prepaid prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, subject to clauses (b)(v), (b)(vi) and (c) of this Section 2.05, an aggregate principal amount of Term Loans in an amount (on a pro rata basis based on the Dollar Amount thereof) equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that the Disposition Prepayment Percentage shall be 75% if the Senior Secured Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than or equal to 3.0 to 1.0; provided, further, that (I) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) and (II) the Parent Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted First Priority Refinancing Debt to the extent any document governing such Permitted First Priority Refinancing Debt requires the Parent Borrower to prepay or make an offer to purchase such Permitted First Priority Refinancing Debt with such Net Cash Proceeds, in each case in an amount not to exceed the product of (X) the amount of such Net Cash Proceeds and (Y) a fraction, the numerator of which notice may only be provided if no Event is the outstanding principal amount of Default has occurred the Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is then continuing);the sum of the outstanding principal amount of such Permitted First Priority Refinancing Debt and the outstanding principal amount of Term Loans.
Appears in 1 contract
Sources: Credit Agreement (WP Prism Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements and the related Compliance Certificate have been delivered pursuant to Section 6.01(a) and 5.2(a), commencing with the related Compliance Certificate has been delivered pursuant to Section 6.02(b)delivery of such items for the fiscal year of the Parent Guarantor ending on or about December 31, 2008, the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) 50% of the Applicable Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% Flow Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.5(a)(i) and no payment of any Loans shall Section 2.5(b)(iii), (iv), and (v) (such prepayments to be required under this Section 2.05(b)(iapplied as set forth in clauses (vi) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1and (ix) below).
(ii) (A) If (x) the Borrower Parent Guarantor or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (A) permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (liii), (n) or v), (ovi), (vii), (viii), (ix), (x), (xii), (xiii), (xiv), or (yxv) any Casualty Event occurs, of the definition of “Permitted Disposition”) or (B) made in connection with the Sale-Leaseback) which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, subject, however, to the limitations provided herein below, immediately upon receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.5(b)(ii), at the election of the Borrower (as notified by the Borrower to the date which is ten (10) Business Days after Term Administrative Agent, in the case of any Disposition of Term Collateral, and to the Revolving Administrative Agent, in the case of any Disposition of Revolving Collateral, promptly following the date of such Disposition), and so long as no Default under Section 6.1(a) or Section 6.1(h) or Event of Default shall have occurred and be continuing, the realization Parent Guarantor or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Parent Guarantor and its Subsidiaries so long as (x) 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 applicable Administrative Agent), (y) all such proceeds of Term Collateral are reinvested in real property that will constitute Term Collateral and the applicable Person takes all actions required by Section 5.19 with respect thereto and (z) all such proceeds of Revolving Collateral (other than Revolving Collateral that is also Term Collateral, which shall be subject to clause (y) above and the terms of the Intercreditor Agreement) are reinvested in operating assets used or useful in the business of the Parent Guarantor and its Subsidiaries; and provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.5(b)(ii), and provided, further, that in the case of any Disposition of any real property that is Collateral, the amount of Net Cash Proceeds thereof subject to application pursuant to this Section 2.5(b)(ii) shall be limited as follows: (A) in the case of any Disposition of any Eligible Real Property, the amount of the Revolving Loan Borrowing Base attributable to such Eligible Real Property and (B) in the case of any Disposition of any real property that is Term Loans in Collateral, an amount equal to the product of (w) the value of such real property as set forth in the appraisals delivered pursuant to Section 3.1(n), times (x) the loan to value percentage of the real estate securing the Term Facility as determined as of the Closing Date by the Term Administrative Agent based on such appraisals, times, (y) a fraction, the numerator of which is the then outstanding principal amount of the Term Facility and the denominator of which is the original principal amount of the Term Facility times (z) 115%.
(iii) Upon the sale or issuance by the Parent Guarantor of any of its Equity Interests, or other equity contribution to the Parent Guarantor, if, as of the date of such sale or issuance the pro forma Consolidated Senior Secured Leverage Ratio of the Parent Guarantor is equal to or greater than 1.50 to 1.00, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent Guarantor (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iv) Upon the incurrence or issuance by the Parent Guarantor or any of its Subsidiaries of any Debt (other than Debt permitted under clauses (a)-(c) and (e)-(k) of the definition of “Permitted Debt”), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent Guarantor or such Subsidiary (other than Excluded such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Parent Guarantor or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.5(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ProceedsProceeds received therefrom immediately upon receipt thereof by the Parent Guarantor or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) receivedand (ix) below); provided provided, however, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion any proceeds of such Net Cash Proceeds that insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower shall have(as notified by the Borrower to the Term Administrative Agent, in the case of any such proceeds or payments with respect to Term Collateral, and to the Revolving Administrative Agent, in the case of any such proceeds or payments with respect to Revolving Collateral, on or prior to the date of receipt of such dateinsurance proceeds, given written notice condemnation awards or indemnity payments), and so long as no Default under Section 6.1(a) or Section 6.1(h) or Event of Default shall have occurred and be continuing, the Parent Guarantor or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received so long as (y) all such proceeds of Term Collateral that are applied to acquire replacement assets are reinvested in real property that will constitute Term Collateral and the applicable Person takes all actions required by Section 5.19 with respect thereto and (z) all such proceeds of Revolving Collateral (other than Revolving Collateral that is also Term Collateral, which shall be subject to clause (y) above and the terms of the Intercreditor Agreement) that are applied to acquire replacement assets are reinvested in applicable assets that will constitute Revolving Collateral and the applicable Person takes all actions required by Section 5.19 with respect thereto; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the Administrative Agent prepayment of its intent the Loans as set forth in this Section 2.5(b)(v).
(vi) Each prepayment of Loans pursuant to reinvest the foregoing provisions of this Section 2.5(b)(i), (iii) or (iv) shall be applied, first, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.5(b). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.5(b)(ii) or (v) shall be applied as follows: (y) proceeds of Dispositions of, or Extraordinary Receipts with respect to, Term Collateral shall be applied, first, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.5(b) and (z) proceeds of Dispositions of, or Extraordinary Receipts with respect to, Revolving Collateral shall be applied, first, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.5(b) and second, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis.
(vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.5(b), so long as no Default under Section 6.1(a) or Section 6.1(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.5(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.5(b) to be applied to prepay Loans exceeds $5,000,000 (after giving effect to any reinvestment of Net Cash Proceeds in accordance with this Section 2.05(b)(ii)(B) 2.5(b)). 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 III, reborrow such amounts (which notice may only amounts, to the extent originally constituting Net Cash Proceeds, shall be provided if no deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.5(b). Upon the occurrence of a Default under Section 6.1(a) or Section 6.1(h), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.5(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied or reinvested.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Loan Borrowing Base and (B) the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.5(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 (ii) or (v) of this Section 2.5(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has occurred and is then continuing);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 Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. With respect to (i) Within five any sale, lease, transfer or other disposition of any property or asset of the Borrower or any of its Subsidiaries (5other than any sale, lease, transfer or other disposition of any such property or asset as set forth in Section 5.02(e)(i) and (e)(iii) (each an "ASSET DISPOSITION", and collectively, "ASSET DISPOSITIONS")), (ii) any Equity Issuance, (iii) any Debt Issuance, (iv) any Extraordinary Receipt, or (v) any Excess Cash Flow, the Borrower shall, (w) within fifteen (15) days after receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such Asset Disposition or Extraordinary Receipt, as the case may be, or, (x) with respect to an Equity Issuance, within two (2) Business Days after financial statements have the requirement set forth in clause (e) of the definition of "Equity Issuance" pertaining to the application thereof to the applicable Permitted Acquisition Purchase Price has not been delivered pursuant met, (y) with respect to Section 6.01(aany Debt Issuance, within two (2) and Business Days of receipt by the related Compliance Certificate has been delivered pursuant Borrower of the Net Cash Proceeds therefrom, or (z) with respect to Section 6.02(bany Excess Cash Flow, within 105 days after the end of the Fiscal Year for which such Excess Cash Flow was calculated, in any case prepay or repay, as the case may be (without premium or penalty), the Borrower shall cause to be prepaid the Term Loans then outstanding Advances in an amount equal to (Aw) one hundred percent (100%) of such Net Cash Proceeds resulting from such Asset Disposition or Extraordinary Receipt, (x) fifty percent (50% %) of Excess such Net Cash FlowProceeds resulting from such Equity Issuance, if any(y) one hundred percent (100%) of such Net Cash Proceeds resulting from such Debt Issuance, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (iiz) all voluntary prepayments if the ratio of Revolving Credit Loans during such fiscal year 37 44 Consolidated Senior Debt to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentsEBITDA, as computed in the case of each of the immediately preceding clauses (i) and (iiaccordance with Section 5.04(b), is greater than or equal to the extent 2.50:1.00, 75%, and if such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements ratio is less than 5.25:12.50:1.00, 50%; provided, however, that in the event the Net Cash Proceeds from any Asset Disposition are less than $1,000,000, the provisions of this Section 2.06(b) shall not be applicable thereto. Each prepayment or repayment, as the case may be, made pursuant to this Section 2.06(b) shall be subject to the provisions of Section 8.04(c) and shall be applied as set forth in clause (c) below. Notwithstanding anything to the contrary contained in this Section 2.06(b) and in Section 2.06(c), with respect to any Equity Issuance of the Repurchased Shares, 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)(ishall, within two (2) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or Business Days after receipt by the Borrower or such Restricted Subsidiary any of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date its Subsidiaries of the realization or receipt of such Net Cash Proceeds Term Loans from such Equity Issuance, prepay or repay, as the case may be (without premium or penalty), the then outstanding Revolving Credit Advances in an amount equal to one hundred percent (100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds%) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Proceeds.
Appears in 1 contract
Sources: Credit Agreement (Applied Graphics Technologies Inc)
Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(1), commencing with delivery of financial statements for the fiscal year ended December 31, 2016, the Borrower shall shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid the prepaid, an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash FlowFlow in excess of $15.0 million, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of all voluntary prepayments of
(i) all voluntary prepayments of Term Loans during made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such fiscal year Term Loans and only to the extent that such Loans have been cancelled),
(ii) all voluntary prepayments of Revolving The Secured Notes, Pari Passu Lien Debt, Credit Loans during such fiscal year Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Debt, in each case to the 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 Revolving Credit Loans (in each case of this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments are permanently reduced by the amount of such paymentsor other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the 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 the proceeds of IndebtednessFunded Debt (other than any Indebtedness under any revolving credit facilities); provided that the ECF Percentage for any fiscal year shall be (x) 25% if the Total First Lien Net Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 253.50 to 1.00 and greater than 3.00 to 1.00 and (y) 0% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total First Lien Net Leverage Ratio as of the last day end of such fiscal year was less than or equal to 3.00 to 1.00; provided further that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the fiscal year covered by documentation governing such financial statements is less than 4.5:1Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such 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);
(B) 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 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 2.05(2)(a) shall be reduced accordingly; and
(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, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(ii) (Ai) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), makes an Asset Sale or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay, or cause to be prepaid prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (g) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Percentage”) of all Net Cash Proceeds (other than Excluded Net Cash 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 such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower intends 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 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 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(b)(ii)(B2.05(2)(b)(ii).
(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 if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (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.
(i) If the Borrower or any Restricted Subsidiary enters into a Specified Operating Facility Sale-Leaseback Transaction, which notice may 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 ten (10) 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; provided, further that, unless Borrower elects to make a Restricted Payment under Section 7.05(b)(24), no prepayment shall be required pursuant to this Section 2.05(2)(c)(i) with respect to such portion of such Specified Sale-Leaseback Net Proceeds that the Borrower intends to reinvest (or has entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(c)(ii); provided further that
(A) if no Event 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 Specified Sale-Leaseback Net Proceeds pursuant to the terms of Default has occurred the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Specified Sale-Leaseback Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and is then continuingOther Applicable Indebtedness requiring such Discharge at such time);
(B) the portion of such Specified Sale-Leaseback Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Specified Sale-Leaseback Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Specified Sale-Leaseback 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)(c)(i) shall be reduced accordingly; and
(C) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Specified Sale-Leaseback 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)(c)(i) with respect to such portion of such Specified Sale-Leaseback 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 its having entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(c)(ii).
(ii) With respect to any Specified Sale-Leaseback Net Proceeds realized or received with respect to any Specified Operating Facility Sale-Leaseback Transaction, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Specified Sale-Leaseback Net Proceeds in assets useful for their business (provided that, during the Covenant Modification Period, such reinvestment shall be limited to assets of the Loan Parties useful for their business) within (x) eighteen (18) months following receipt of such Specified Sale-Leaseback 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 if any Specified Sale-Leaseback Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Specified Sale-Leaseback Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Specified Sale-Leaseback 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.
(iii) If the Borrower or any Restricted Subsidiary enters into a Specified Other Sale-Leaseback Transaction, which results in the receipt by the Borrower or such Restricted Subsidiary of Specified Sale-Leaseback Net Proceeds and the Borrower elects to make a Restricted Payment under Section 7.05(b)
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇) (in the case of clause (d)(i) except to the extent constituting a Disposition by any Restricted Subsidiary such property is subject to a Loan PartyMortgage), (eo), (gp), (h), (i), (l), (nq) or (os)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, (I) to the extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Facility Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Facility Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Facility Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of Senior Secured Debt Obligations of the ABL Secured Parties (each such term as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii).
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2014) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aSections 7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (k), (l), (nm) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (s) or (ot)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% The Borrower shall, on the 45th day following the end of Excess Cash Flow, if any, for each fiscal quarter of the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year Borrower ending prior to the extent High Yield Date, prepay an aggregate principal amount of the Revolving Credit Commitments are permanently reduced by Advances comprising part of the same Borrowings equal to seventy-five per cent (75%) of the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for such fiscal quarter and (B) the fiscal year covered by 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 (50%) of the amount of Excess Cash Flow for such financial statements and Fiscal Year, provided, however, that in no payment event shall the Borrower be required, under this clause (B), to prepay the Term A Advances to the extent that after giving effect to such prepayment, the amount of any Loans the Term A Advances then outstanding 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$10,000,000. Each such prepayment 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) (A) If (x) The Borrower shall, on the Borrower date of receipt of the Net Cash Proceeds by any Loan Party or any Restricted Subsidiary Disposes of any property or assets its Subsidiaries (other than any Disposition of any property or assets permitted by Section 7.05(a)or, (b), (c), (d) (in the case of clause (d)(iA) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partybelow, such later date as may be specified in Section 5.02(e), and in the case of clause (e)D) below, such later date as may be specified in the Capital Escrow Agreement) from (g)A) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (h)other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (lii), (niv) or (ov) of Section 5.02(e)), (B) 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), (ii) or (yiii)), (C) 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 Casualty Event occurscontribution to the capital of any 38 Loan Party, which 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), (B), (C) or (D) above, prepay an aggregate principal amount of the aggregate results in Advances comprising part of the realization or receipt by same Borrowings equal to the Borrower or amount of such Restricted Subsidiary of Net Cash Proceeds, provided, however, that in the Borrower shall cause case of prepayments from the incurrence or issuance of Debt pursuant to be prepaid on or prior to the date which is ten clause (10B) Business Days above after the date of Bridge Repayment Date, no such Debt may be incurred or issued unless the realization or receipt of such Net Cash Proceeds Term Loans 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 100105% of all Net the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no 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 (A) or (E) above shall be required applied ratably first to the Term A Facility and the Term B Facility on a pro rata basis and to the installments of each such Facility in inverse order of maturity and second to the Revolving Credit Facility as set forth in clause (v) below, and all other prepayments pursuant to this Section 2.05(b)(ii)(A2.06(b)(ii) with respect shall be applied ratably first to such portion the Term B Facility and to the installments thereof in inverse order of such Net Cash Proceeds that 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.
(iii) The Borrower shall haveshall, on or prior 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 (B) the lesser of the Revolving Credit Facility and the Borrowing Base on such dateBusiness Day.
(iv) The Borrower shall, given written notice 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 such Account to equal the amount by which the aggregate Available Amount of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event all Letters of Default has occurred and is Credit then continuing);outstanding exceeds the Letter of Credit Facility on such Business Day.
Appears in 1 contract
Sources: Credit Agreement (Afa Products Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the applicable Borrower shall prepay and shall cause to be prepaid the Term an aggregate principal amount of Loans in an amount equal to the excess (if any) of (A) an amount equal to the lesser of (1) $25,000,000 and (2) 50% of Excess Cash Flow, if any, Flow for the fiscal year Fiscal Year covered by such financial statements (commencing (x) with the fiscal year Fiscal Year ended March 30, 2013 or (y) if Holdings changes its Fiscal Year end to December 31, with the Fiscal Year ended December 31, 20072012) minus over (B) the sum of (i) all voluntary prepayments aggregate principal amount of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year (to the extent accompanied by a permanent reduction of the applicable Revolving Credit Commitments are permanently reduced by Facility pursuant to Section 2.06) prepaid pursuant to Section 2.05(a)(i) during such Fiscal Year or after the amount end of such paymentsFiscal Year and prior to the date payment under this Section 2.05(b)(i) is due, provided that any such payment made after the end of such Fiscal Year shall not be included in this clause (B) with respect to the case of each of the immediately preceding Fiscal Year in which such payment was made (such prepayments to be applied as set forth in clauses (iv) and (iivi) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Funded Indebtedness (calculated without giving effect to the extent such prepayments are not funded with the proceeds undrawn amount of Indebtedness; provided that if the Total Leverage Ratio any letters of credit) as of the last day of the fiscal year covered by such financial statements is Fiscal Year was less than 5.25:1$50,000,000 or $25,000,000, the Borrower shall make prepayments of Loans in an aggregate amount equal respectively before giving effect 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 4.5:1prepayment.
(ii) (A) If (x) the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or and (ol) (except with respect to any Extraordinary Receipts received in connection therewith, which shall be subject to Section 2.05 (b)(iv)) (collectively, “Excluded Dispositions”)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or such Restricted Subsidiary of Net Cash ProceedsProceeds in excess for any such Disposition or series of related Dispositions of $5,000,000, the applicable Borrower shall cause to be prepaid on or prior shall, subject to the date which is ten (10) Business Days after the date reinvestment rights set forth in Section 2.05(b)(ii)(B), prepay an aggregate principal amount of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; 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, received on or prior before the date that is five (5) Business Days following receipt thereof (such prepayments to such date, given written notice to the Administrative Agent of its intent to reinvest be applied as set forth in accordance with Section 2.05(b)(ii)(Bclauses (v) and (which notice may only be provided if no Event of Default has occurred and is then continuingvi) below);.
Appears in 1 contract
Mandatory. With respect to (i) Within five any sale, lease, transfer or --------- other disposition of any property or asset of the Borrower or any of its Subsidiaries (5other than any sale, lease, transfer or other disposition of any such property or asset as set forth in Sections 5.02(d)(i) and (d)(iii) (each an "Asset Disposition", and collectively, "Asset Dispositions")), (ii) any Equity Issuance, (iii) any Debt Issuance, (iv) any Extraordinary Receipt, or (v) any Excess Cash Flow, the Borrower shall, (w) within fifteen (15) days after receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such Asset Disposition or Extraordinary Receipt, as the case may be, or, (x) with respect to an Equity Issuance, within two (2) Business Days after financial statements have the requirement set forth in clause (e) of the definition of "Equity Issuance" pertaining to the application thereof to the applicable Permitted Acquisition Purchase Price has not been delivered pursuant met, or (y) with respect to Section 6.01(aany Debt Issuance, within two (2) and Business Days of receipt by the related Compliance Certificate has been delivered pursuant to Section 6.02(bBorrower of the Net Cash Proceeds therefrom, in any case prepay or repay, as the case may be (without premium or penalty), the Borrower shall cause to be prepaid the Term Loans then outstanding Advances in an amount equal to (Aw) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements one hundred percent (commencing with the fiscal year ended December 31, 2007100%) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds resulting from such Asset Disposition or Extraordinary Receipt, (other than Excluded Net Cash Proceedsx) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(Aseventy five percent (75%) with respect to such portion of such Net Cash Proceeds that resulting from such Equity Issuance, (y) one hundred percent (100%) of such Net Cash Proceeds resulting from such Debt Issuance, and (z) if the Borrower shall haveratio of Consolidated Senior Debt to Pro Forma EBITDA, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest as computed in accordance with Section 2.05(b)(ii)(B5.04(b), is greater than or equal to 2.50:1.00, 75%, and if such ratio is less than 2.50:1.00, 50%. Each prepayment or repayment, as the case may be, made pursuant to this Section 2.06(b) shall be subject to the provisions of Section 8.04(c) and shall be applied as set forth in clause (which notice may only be provided if no Event of Default has occurred and is then continuing);c) below.
Appears in 1 contract
Sources: Credit Agreement (Unidigital Inc)
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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in In an amount equal to (A) 50100% of Excess the Net Cash Flow, if any, for the fiscal year covered Proceeds received by such financial statements any Loan Party from any Asset Sale (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less other than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes ordinary course exchanges of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a)herein, (by) Asset Sales under Sections 6.8(a), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), and (e), and (gz) proceeds received and used contemporaneously with such receipt in accordance with Section 6.8(b), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) within one Business Days Day after the date of the realization or receipt of such Net Cash Proceeds Term Loans in Proceeds;
(ii) In an amount equal to 100% of all the Net Cash Proceeds received by any Loan Party from any Recovery Event within one Business Day after receipt of such proceeds;
(iii) In an amount equal to 100% of Net Cash Proceeds received by any Loan Party from the issuance of any post-petition Debt (other than Excluded Debt permitted under Section 6.1) or Equity Interests (other than any issuance or sale of Equity Interests of a Subsidiary to its parent entity or another Loan Party) by any Loan Party within one Business Day after receipt of such Net Cash Proceeds; and
(iv) received; provided that In an amount equal to 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 addition to any other cash-collateral requirement hereunder, and no such prepayment other obligation shall be required satisfied by deposits made pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing2.5(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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall cause to be prepaid the prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (iproviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of (x) the Term Loans pursuant to Section 2.03(a)(i), (y) the Second Lien Loans pursuant to Section 2.03(a)(i) of the Second Lien Credit Agreement and no payment (z) the ABL Loans pursuant to Section 2.05(a)(i) of any the ABL Facility (but only to the extent accompanied by a corresponding permanent reduction in the revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.03(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C), to the extent financed with internally generated funds); provided that such percentage shall be required under this Section 2.05(b)(i) reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year covered by such financial statements is was less than 4.5:15.50:1.00 or 5.00:1.00, respectively.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of (i) assets comprising the ABL Priority Collateral or (ii) any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (gf), (h), (i), (lj), (nk), (l) or (on)), ) or (y) any Casualty Event (other than any Casualty Event with respect to assets comprising the ABL Priority Collateral) occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (x) and (y) results in the realization or receipt by the Borrower or such and its Restricted Subsidiary Subsidiaries of Net Cash ProceedsProceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the Borrower shall cause to be prepaid on or prior to same fiscal year of the date which is ten (10) Business Days after the date of Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary.
(A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (other than Excluded Net Cash Proceeds) received; provided that as specifically excluded in Section 2.03(b)(ii)(A)), at the option of the Borrower, and so long as no such prepayment Event of Default shall have occurred and be required pursuant to this Section 2.05(b)(ii)(A) with respect to such continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.03.
(iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall haveprepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.
(iv) Subject to Sections 2.12(b)(ii) and 2.13, each prepayment of Term Loans pursuant to this Section 2.03(b) shall be applied pro rata among the Term Facility and, unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of the incurrence of Specified Refinancing Debt, to the Term Facility or an Incremental First Lien Term Facility, as designated by the Borrower, to be refinanced with the proceeds thereof and allocated among the Term Facility or such Incremental First Lien Term Facilities, as specified by the Borrower) (and within any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such Class) and (i) in the case of the Term Facility, to the principal repayment installments thereof, in direct order of maturities, to the remaining installments of each Class of the Term Facility, or prior as otherwise directed by the Borrower to the remaining installments of each Class of the Term Facility, and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Term Commitments Amendment with respect to such date, given written notice Incremental First Lien Term Loan Tranche; and each such prepayment shall be paid to the Administrative Agent of its intent to reinvest Term Lenders and the Incremental First Lien Lenders in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);their respective Pro Rata Shares.
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Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇)(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇) or (o)q), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that if any Permitted Notes have been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.
(iii) If the Borrower or any Restricted Subsidiary (A) incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(s)(iii) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, or (B) if any Refinancing Term Loans are borrowed, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom, in the case of Clause (A) on or prior to the date which is six (6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds and, in the case of clause (B), on the date of such incurrence.
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(v) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall (except to the extent that any Incremental Amendment, Term Loan Extension Amendment or Refinancing Term Loan Amendment provides that the Incremental Term Loans, Extended Term Loans or Refinancing Term Loans established thereby shall participate on a less than pro rata basis with any existing Class of Term Loans) be applied pro rata to each Class of Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vi) of this Section 2.05(b.
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) of this Section 2.05(b)(ii)(A2.05(b) with respect at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such Net Cash Proceeds that declined amounts, the Borrower shall have, on or prior “Declined Proceeds”) of Term Loans required to such date, given be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of its intent such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of Default has occurred and is then continuing);the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 30, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the Term an aggregate amount of Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal . Prepayments pursuant to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if shall be applied first, to the Total Leverage Ratio as of Term Loan Facility and, second, to the last day of the fiscal year covered by such financial statements is less than 4.5:1Revolving Credit Facility in accordance with clause (v) below.
(ii) (A) If (x1) the Borrower Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (q) or (o)s), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or such any Restricted Subsidiary of Net Cash Proceeds or (3) any Extraordinary Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, the Borrower Holdings shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that if any Permitted Notes have been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then Holdings or the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.
(iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(s)(ii) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(v) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied ratably to the principal installments of the Term Loan Facility required pursuant to Section 2.07(a) in the direct order of maturity; and each such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice paid to the Administrative Agent of its intent to reinvest Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b)(ii)(B2.05(b). Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) (which notice may only shall be provided if no Event of Default has occurred and is then continuing);paid to the Lenders in accordance with their respective Pro Rata Shares.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Borrowers shall cause to be prepaid the Term Loans in an aggregate principal amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended ending December 3125, 20072022) minus (B) the sum of (iwithout duplication) (1) all voluntary prepayments of Term Loans during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior fiscal year) or after year-end and prior to when such Excess Cash Flow prepayment is due and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior fiscal year) or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, but in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Cash; provided that no payment of any Term Loans shall be required under this Section 2.05(b)(i) if the Total Consolidated Senior Secured Net Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no 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 4.5:13.00:1.00.
(ii) (A) If (x) the Borrower Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (j), (l), (n), (o) or (op)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Company or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, Term Loans in an aggregate principal amount equal to 100% of all Net Cash Proceeds received; provided that, if at the time that any such prepayment would be required, any Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (other than Excluded or any Indebtedness pursuant to a Permitted Refinancing in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds, (such Permitted Pari Passu Secured Refinancing Debt (or any Indebtedness pursuant to a Permitted Refinancing in respect thereof) receivedrequired to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided provided, further that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) with respect to such portion of such Net Cash Proceeds that the such Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) but only so long as such Borrower is not otherwise required to pay (or make an offer to pay) any Other Applicable Indebtedness with such Net Cash Proceeds (which notice may only be provided if no Event of Default has occurred and is then continuing); provided, further that no payment of any Term Loans shall be required under this Section 2.05(b)(ii) if, on the date of such Disposition, the Consolidated Senior Secured Net Leverage Ratio is less than 3.50:1.00 as of the last day of the Test Period most recently ended for which financial statements have been delivered to the Lenders under Section 6.01(a) and (b), after giving effect to any such Disposition on a Pro Forma Basis;
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072006) minus (B) the sum of (ix) all voluntary prepayments of Term Loans during such fiscal year and (iiy) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (ix) and (iiy), to the extent such prepayments are not funded with the 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 is was 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 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 is was less than 4.5:13.25:1.
(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i), (l), (n) or (oj)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
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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 6.01(a5.03(d) and (but in any event within 100 days after the related Compliance Certificate has been delivered pursuant to Section 6.02(bend of each Fiscal Year), prepay an aggregate principal amount of the Borrower shall cause to be prepaid Advances comprising part of the Term Loans in an amount same Borrowings equal to (A) 5075% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for such Fiscal Year, provided, however, that if the Leverage Ratio at the end of such fiscal year covered by before giving effect to 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 4.5:12.00 to 1.00, 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 for such Fiscal Year. 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 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 it or any of its Subsidiaries from (A) If the sale, lease, transfer or other disposition of any assets by it or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to Section 5.02(e)(i) to (v)), (B) 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)), (C) 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), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) the Borrower or any Restricted Subsidiary Disposes amount of any property or assets the Net Cash Proceeds received under clauses (other than any Disposition of any property or assets permitted by Section 7.05(aB) and (D), (by) the amount of the Net Cash Proceeds received under clause (A), provided, however, that up to an aggregate of $5,000,000 of such amount shall not be required so to be prepaid and (cz) 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), (d) (in ratably to the case of clause (d)(i) Term Facilities and ratably to the remaining principal installments thereof, and second, to the extent constituting a Disposition that no Term Advances remain outstanding, permanently to reduce the Revolving Credit Facility as set forth in clause (v) below.
(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 any Restricted Subsidiary to a Loan Party)which the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (e), (g), (h), (i), (l), (n) or (o)), or and (y) any Casualty Event occurs, which in the Letter of Credit Advances then outstanding plus the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% Available Amount of all Net Cash Proceeds Letters of Credit then outstanding exceeds the Revolving Credit Facility.
(other than Excluded Net Cash Proceedsiv) 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 The Borrower shall haveshall, on or prior to such dateeach Business Day, given written notice pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event all Letters of Default has occurred and is Credit then continuing);outstanding exceeds the Letter of Credit Facility on such Business Day.
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Sources: Credit Agreement (International Rectifier Corp /De/)
Mandatory. (i) Within five (5) Business Days after the date the Borrower is required to deliver financial statements have been delivered pursuant to Section SECTION 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section SECTION 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 5075% of Excess Cash Flowor, if any, the Consolidated Leverage Ratio for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:14.5:1.0, the Borrower shall make prepayments of Loans in an aggregate amount equal to 2550% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1statements.
(ii) (A) If (x) the Borrower any Loan Party or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇)(▇▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇) OR (k), (l), (n) or (o)), or (y) any Casualty Event occurs, which in and the aggregate results in the realization or receipt Net Cash Proceeds received by the Loan Parties and such Subsidiaries in any fiscal year exceeds $1,000,000, the Borrower or shall immediately prepay an aggregate principal amount of Loans equal to 100% of such Restricted Subsidiary of Net Cash Proceeds, and thereafter as and when additional Net Cash Proceeds are received during such year in an aggregate amount of $500,000 or more, the Borrower shall cause to be prepaid on or prior to immediately further prepay the date which is ten (10) Business Days after the date principal of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all such Net Cash Proceeds; PROVIDED, HOWEVER, that, with respect to any Net Cash Proceeds realized (other than Excluded Net Cash ProceedsA) received; provided that under a Disposition described in this SECTION 2.05(b)(ii) or (B) from proceeds of insurance and condemnation awards or indemnities covered by SECTION 2.05(b)(v), (1) at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date of such Disposition or the receipt of such insurance 42 proceeds or condemnation awards), and so long as no such prepayment Event of Default shall have occurred and be required pursuant to this Section 2.05(b)(ii)(A) with respect to such continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (a) within 180 days following receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets with such proceeds shall have been entered into (as certified by the Borrower in writing to the Administrative Agent), and (b) within 270 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); PROVIDED FURTHER, HOWEVER, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this SECTION 2.05; and (2) any amount reinvested under CLAUSE (A) shall not be included in determining the amount of any required prepayment of the Loans under this SECTION 2.05(b)(ii).
(iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to SECTION 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this SECTION 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(vi) If for any reason the Total Outstandings under any Facility at any time exceed the Aggregate Commitments then in effect with respect to such Facility, the Borrower shall immediately prepay the applicable Loans and/or (in the case of the Revolving Credit Facility) Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that the Borrower shall havenot be required to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.05(b)(vi) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(vii) Each prepayment of Loans pursuant to this SECTION 2.05(b) shall be applied, on FIRST, to principal payments of the Term B Facility scheduled to be paid during the next 12 months in direct order of maturity until such scheduled principal payments are paid in full, SECOND, ratably to the remaining principal repayment installments of the Term B Facility until all such installments are paid in full and, THEREAFTER, ratably to the Revolving Credit Facility; PROVIDED that any prepayment of the Revolving Credit Facility pursuant to CLAUSE (vi) shall be applied as set forth herein.
(viii) Prepayments of the Revolving Credit Facility made pursuant to CLAUSE (i), (ii), (iii), (iv), (v), (vi) OR (vii) OF THIS SECTION 2.05(b), FIRST, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, SECOND, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, THIRD, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, FOURTH, shall be used to Cash Collateralize the L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to CLAUSE (i), (ii), (iii), (iv) OR (v) OF THIS SECTION 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "REDUCTION AMOUNT") may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in SECTION 2.06(b)(ii). Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or prior notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Anything contained in this SECTION 2.05(b) to the contrary notwithstanding, (A) if, following the occurrence of any "ASSET SALE" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "ASSET DISPOSITION") is defined in any Senior Subordinated Document) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "COMMITMENT DATE") to apply or cause its Subsidiaries to apply an amount equal to any of the "NET PROCEEDS" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "NET AVAILABLE CASH") as defined in any Senior Subordinated Document) thereof in a particular manner, or to apply by a particular date (an "APPLICATION DATE") an amount equal to any such "NET PROCEEDS" in a particular manner, in either case in order to excuse the Borrower from being required to make an "ASSET SALE OFFER" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "OFFER") as defined in any Senior Subordinated Document) in connection with such "ASSET SALE", and the Borrower shall have failed to so commit or to so apply an amount equal to such date"NET PROCEEDS" at least 30 days before the applicable Commitment Date or Application Date, given written notice as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "NET PROCEEDS", and, within 30 days thereafter assuming no further application or commitment of an amount equal to such "NET PROCEEDS" the Borrower would otherwise be required to make an "ASSET SALE OFFER" in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent (without duplication of its intent any amount paid or payable under this SECTION 2.05(b)) an amount equal to reinvest such "NET PROCEEDS" to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the L/C Obligations in accordance with Section 2.05(b)(ii)(Bthe manner set forth in SECTION 2.05(b) (which notice may only be provided if no Event of Default has occurred and is then continuing);in such amounts as shall excuse the Borrower from making any such "ASSET SALE OFFER".
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Borrowers shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072008) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio so long as of the last day of the fiscal year covered by such financial statements is less than 5.25:1no Default then exists, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 4.5:13.75:1.00.
(ii) (A) If (x) the Holdings, any Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f)(i), (g), (h), (i), (l), (nj) or (om)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Holdings, such Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that (I) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the U.S. Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) and (II) the percentage of Net Cash Proceeds specified above shall instead be 75% if no Default then exists and the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 3.75 : 1.00;
(A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the U.S. Borrower, the U.S. Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its or its Restricted Subsidiaries’ business within (x) eighteen (18) months following receipt of such Net Cash Proceeds or (y) if the U.S. Borrower enters into a legally binding commitment to reinvest (including pursuant to a Restoration Certificate) such Net Cash Proceeds within eighteen (18) months following receipt thereof, within the later of (1) one hundred eighty (180) days of the date of such legally binding commitment and (2) eighteen (18) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the U.S. Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the U.S. Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of the Term Loans as set forth in this Section 2.05 within five (5) Business Days after the U.S. Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested.
(iii) If Holdings, any Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds;
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the U.S. Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the U.S. Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, such aggregate L/C Obligations exceeds the aggregate Revolving Credit Commitments then in effect.
(v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied pro rata to each Tranche of Term Loans (based upon the TL Repayment Percentages of the various Tranches of outstanding Term Loans). Each prepayment of Term Loans shall within each Tranche be applied in direct order of maturity to repayments thereof required pursuant to Sections 2.07(a), (b) or (c); and each such prepayment shall be paid to the Lenders of such Tranche in accordance with their respective Pro Rata Shares, subject to clause (vi) of this Section 2.05(b).
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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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in prepay an aggregate principal amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 2550.0% of Excess Cash Flow for the fiscal year covered by such financial statements statements; provided that such percentage shall be reduced to 25.0% of Excess Cash Flow if, and no payment for so long as, the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 3.50:1.00;
(ii) if Holdings or any of its Subsidiaries Disposes of any properties or assets (other than any Disposition of any properties or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇)(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) 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), (h), (j), (l) and (n) through (o), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent within 10 Business Days of such Disposition), 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 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 Administrative Agent); provided further, however, that any Net Cash Proceeds not so reinvested within such period shall be required under immediately thereafter applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i2.05; and provided, still further, that notwithstanding the foregoing, to the extent that the Borrower has requested, pursuant to Section 2.05(b)(ii) if of the Total First Lien Credit Agreement, that any Net Cash Proceeds from any Permitted Sale and Leaseback Transaction be used to prepay 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 continuing and (y) on the date of such prepayment, after 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 conditions set forth in subclause (x) and subclause (y) shall not be fulfilled, the Net Cash Proceeds from any Permitted Sale and Leaseback Transaction shall be used to prepay any loans outstanding under the First Lien Credit Agreement in accordance therewith);
(iii) within five Business Days of the sale by Holdings or any of its Subsidiaries of capital stock or other Equity Interests (other than the sale of such capital stock or other Equity Interests pursuant to Section 7.06(f) and other than as provided for in clause (ii) above), the Borrower shall 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 fiscal year covered by such financial statements most recently completed Measurement Period is less than 4.5:1.3.50:1.00;
(iiiv) (A) If (x) within five Business Days after the Borrower incurrence or issuance by Holdings or any Restricted Subsidiary Disposes of its Subsidiaries of any property or assets Indebtedness (other than any Disposition of any property Indebtedness expressly permitted to be incurred or assets permitted by issued pursuant to Section 7.05(a7.02(a)(A), (ba)(B), (cb)(A), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partyb)(B), (eb)(C), (gb)(D), (hb)(E), (ib)(F), (lb)(G), (nb)(H), (b)(I), (b)(J), (b)(K), (b)(L) or (ob)(M)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary excess of Net Cash Proceeds$5,000,000 per fiscal year, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date prepay an aggregate principal amount of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary; and
(other than Excluded Net Cash Proceedsv) received; provided that no such prepayment shall be required pursuant within five Business Days of any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b)(ii)(A) with respect 2.05(b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to such portion 100.0% of such all Net Cash Proceeds that the Borrower shall have, on received therefrom immediately upon receipt thereof by Holdings or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Subsidiary.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements was less than 4.25:1 and no payment of any Loans greater than or equal to 3.25:1 and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Leverage Ratio as of the last day of for the fiscal year covered by such financial statements is was less than 4.5:13.25:1.
(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), ) or (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% (or, in the case of a Disposition made solely pursuant to Section 7.05(o), such lesser percentage of Net Cash Proceeds as may be specified in Section 7.05(o) with respect to such Disposition) of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that that, other than in the case of a Disposition made pursuant to Section 7.05(n), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Sources: Credit Agreement (Travelport LTD)
Mandatory. (i) Within five Following the end of each Fiscal Year of CBI, commencing with the Fiscal Year ending December 31, 2002, in the event that either (5A) Business Days after financial statements have been delivered pursuant the rating of the Index Debt by S&P or ▇▇▇▇▇'▇ is lower than BBB- or Baa3, respectively, or (B) the Debt/EBITDA Ratio of CBI and its Subsidiaries as of the last day of such Fiscal Year is greater than 4:00 to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)1:00, the Borrowers shall, on the 90th day following the end of such Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings made by such Borrower shall cause to be prepaid the Term Loans in an amount equal to 50% of the Excess Cash Flow for such Fiscal Year. 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 (vi) below.
(ii) 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 of its Subsidiaries from (A) 50% the sale, lease, transfer or other disposition of Excess Cash Flowany assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to (x) clauses (i) through (vii) of Section 5.02(e) or (y) pursuant to clause (viii) of Section 5.02(e) if any, the proceeds are being reinvested in the business of the Borrowers and their Subsidiaries in accordance with such clause (viii)) or (B) any Extraordinary Receipt received by or paid to or for the fiscal year covered account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably first to the Term 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 (vi) below.
(iii) The Borrowers shall, on the date of the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such financial statements 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 (commencing with vi) below; provided that in the fiscal year ended December 31, 2007event (A) minus the rating of the Index Debt is BBB- by S&P and Baa3 by Moody's or greater or (B) the sum Debt/EBITDA Ratio of (i) all voluntary prepayments of Term Loans during such fiscal year CBI and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio its Subsidiaries as of the last day of the most recently ended fiscal year covered by quarter (after giving pro forma effect to such financial statements Debt) is less than 5.25:14:00 to 1:00, the Borrower amount of such prepayment shall make prepayments of Loans in an aggregate amount be equal to 2550% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt amount of such Net Cash Proceeds Term Loans Proceeds.
(iv) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to 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 Cash Proceeds Letters of Credit then outstanding exceeds (other than Excluded Net Cash ProceedsB) received; provided that no the Revolving Credit Facility on such prepayment shall be required pursuant to this Section 2.05(b)(ii)(ABusiness Day.
(v) with respect to such portion of such Net Cash Proceeds that the The Borrower shall haveshall, on or prior to such dateeach Business Day, given written notice 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 its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event all Letters of Default has occurred and is Credit then continuing);outstanding exceeds the Letter of Credit Facility on such Business Day.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year ended of the Borrower ending December 31, 20072011) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such payments, in the case of each of the immediately preceding clauses (i) and (iireduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to the extent Section 2.05(a) during such prepayments are not funded with the proceeds of Indebtednessfiscal year; provided provided, that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year covered by such financial statements is was less than 5.25:1; and provided, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and further, that no payment of any Loans shall be required mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year covered by such financial statements is was less than 4.5:14.00:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intent intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Section
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended March 30, 2012) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the Term an aggregate amount of Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal . Prepayments pursuant to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if shall be applied first, to the Total Leverage Ratio as of Term Loan Facility and, second, to the last day of the fiscal year covered by such financial statements is less than 4.5:1Revolving Credit Facility in accordance with clause (v) below.
(ii) (A) If (x1) the Borrower Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (q) or (o)s), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or such any Restricted Subsidiary of Net Cash Proceeds or (3) any Extraordinary Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, the Borrower Holdings shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that if any Permitted Notes have been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then Holdings or the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.
(iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(s)(ii) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(v) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied ratably to the principal installments of the Term Loan Facility required pursuant to Section 2.07(a); and each such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice paid to the Administrative Agent of its intent to reinvest Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b)(ii)(B2.05(b). Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) (which notice may only shall be provided if no Event of Default has occurred and is then continuing);paid to the Lenders in accordance with their respective Pro Rata Shares.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072008) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements was less than 5.50 to 1.00 and no payment of any Loans greater than or equal to 4.50 to 1.00 and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Leverage Ratio as of the last day of for the fiscal year covered by such financial statements is was less than 4.5:14.50 to 1.00.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f)(A), (g), (h), (ik), (lm), (n), (o) or (op)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);, and no such prepayment shall be 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 1.00.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended September 30, 2014) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall Borrowers shall, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans pursuant to Section 2.05(a)(v), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1).
(ii) (A) If (x1) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section Sections 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f) (except as set forth in the proviso thereof), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s), (t), (u), (x) and (y)) or (o)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or such Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds received; provided that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase any Indebtedness secured on a pari passu basis (but without regard to control of remedies) with the Obligations (other than Excluded any Indebtedness of the type described in clause (a)(ii)(A) of the definition of “Net Cash Proceeds” that was required to be prepaid or repaid and that resulted in a reduction in the applicable Net Cash Proceeds) receivedpursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Borrowers (or such Restricted Subsidiary) shall have, on have reinvested (or prior entered into a binding commitment to such date, given written notice to the Administrative Agent of its intent to reinvest reinvest) in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. Subject to the Intercreditor Agreement:
(i) Within Commencing with the fiscal year ending December 31, 2013, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements and no payment minus the amount of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as voluntary prepayments during such fiscal year of the last day of the fiscal year covered by such financial statements is less than 4.5:1Loans pursuant to Section 2.03(a).
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or (om)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three Business Days of receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (v) below); provided, however, that (x) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the Borrower or such Subsidiary in excess of $5,000,000 and (y) with respect any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is ten (10) Business Days of such Disposition), and so long as no Default 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 date of the realization or receipt of such Net Cash Proceeds Term (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent), provided 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 2.03(b)(ii).
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds (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 received therefrom within three Business Days of such Net Cash Proceeds that receipt thereof by the Borrower shall have, on or prior such Subsidiary (such prepayments to such date, given written notice be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the Administrative Agent account of the Borrower or any of its intent to reinvest Subsidiaries, and not otherwise included in accordance with Section 2.05(b)(ii)(Bclause (ii) (which notice may only be provided if no Event of Default has occurred and is then continuing);or
Appears in 1 contract
Sources: Term B Loan Credit Agreement (Remy International, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.05(a)(v) during such payments, in the case of each of the immediately preceding clauses (i) and (iitime), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇) (in the case of clause (d)(i) except to the extent constituting a Disposition by any Restricted Subsidiary such property is subject to a Loan Party), (e), (g), (h), (i), (lMortgage), (n), (p), (r) or (os)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, (I) to the extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any other Indebtedness that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii).
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) [Reserved].
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Sources: Credit Agreement (DJO Finance LLC)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the an aggregate principal amount of Term Loans Loans, in accordance with Section 2.05(b)(vi), in an amount equal to (A) 50% the Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072013) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year and (ii2) all solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year to the extent the Revolving year. AMERICAS/2023410772.1 2023410772.9 107 Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.Agreement
(ii) (A) If (x) the Borrower STBV or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i), (lj), (m), (n), (p), (q), (r), (s), (t) or (ou)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower STBV or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans Loans, in accordance with Section 2.05(b)(vi), in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intent intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which notice which, except in the case of a Casualty Event, election may only be provided 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 six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending on or about December 31, 20152023) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as Indebtedness and, without duplication of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aS▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (in the case of clause (d)(i) except to the extent constituting a Disposition by any Restricted Subsidiary such property is subject to a Loan PartyMortgage), (eo), (gp), (hq), (i), (l), (nr) or (os)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100%the Applicable Asset Sale Percentage of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the RestatementAmendment No. 5 Effective Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is six (other than Excluded 6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds) received.; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iv) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such prepayment shall be required pursuant paid to this Section 2.05(b)(ii)(A) the Lenders in accordance with respect to such portion their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Parent Borrower (on behalf of itself and the Co-Borrowers) shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Parent Borrower covered by such financial statements (commencing with the fiscal year of the Parent Borrower ended December 31, 20072011) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such payments, in the case of each of the immediately preceding clauses (i) and (iireduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to the extent Section 2.05(a) during such prepayments are not funded with the proceeds of Indebtednessfiscal year; provided provided, that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year covered by such financial statements is was less than 5.25:14.25:1; and provided, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and further, that no payment of any Loans shall be required mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year covered by such financial statements is was less than 4.5:13.0:1.
(ii) (A) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (om)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall (on behalf of itself and the 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 of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Parent Borrower shall have given written notice to the Administrative Agent of its intent intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which notice election may only be provided made if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after the date the Borrower is required to deliver financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment commencing 90 days after the 2005 fiscal year end of any Loans the Borrower. Any payments required to be made under this subsection(b)(i) shall be required under this applied as set forth in 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 4.5:12.05(b)(vii).
(ii) (A) If (x) the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries (excluding Foreign Subsidiaries) Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), ) or (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower any Loan Party or such Restricted Subsidiary of Net Cash ProceedsProceeds (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 Limit will be increased dollar for dollar by the amount of such optional prepayment applied to the principal amount of the Loans), the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date prepay an aggregate principal amount of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) receivedreceived therefrom immediately upon receipt thereof by Holdings or such Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) provided, however, that, with respect to any Net Cash Proceeds 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 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 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 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 issuance by 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 of 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 equal to 50% of all Net Cash Proceeds received therefrom no later than the second Business Day following the receipt thereof by Holdings or such Subsidiary. Any payments required to be made under this subsection (b)(iii) shall be applied as set forth in Section 2.05(b)(vii).
(iv) Upon the 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 Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the second Business Day following the receipt thereof by Holdings or such Subsidiary. Any payments required to be 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 such excess; provided, however, that the Borrower shall havenot be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(vi) 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 day.
(vii) Prepayments of the Loans made pursuant to clauses (i), (ii), (iii), or prior (iv) of this Section 2.05(b), first, shall be applied to prepay the Term Loans (applied to the principal installments thereof on a pro rata basis) and, second, shall be applied to prepay the Revolving Credit Facility. Prepayments of the Revolving Credit Facility made pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) of this Section 2.05(b), first, shall be applied to prepay L/C Borrowings outstanding at such datetime until all such L/C Borrowings are paid in full, given written without reduction of 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) or (iv) 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. 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 Administrative Agent of its intent Borrower or any other Loan Party) to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after the Compliance Certificate in respect of financial statements have been are required to be delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 201720) and the related Compliance Certificate has been is required to be delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the Term in accordance with clause (b)(ix) below, an aggregate principal amount of Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including Term Loans prepaid pursuant to Section 2.05(a)(v) during such time based upon the actual amount of cash paid by the Borrower in connection with the relevant prepayment) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtednessany deduction from Excess Cash Flow in any prior period; provided that no prepayment shall be made pursuant to this paragraph (i) 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 period is less than or equal to $10,000,000 (and, if Excess Cash Flow exceeds $10,000,000, prepayments shall be required under this Section 2.05(b)(i) if to be made only with respect to the Total Leverage Ratio as Excess Cash Flow in excess of the last day of the fiscal year covered by such financial statements is less than 4.5:1amount).
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section Sections 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (no), (p), (q) or (or)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) 10 Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Term Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that, if at the time that no any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Credit Loans) and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Credit Loans) that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the ClosingFourth Amendment Effective Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vii) below an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or repay or cause to be promptly prepaid or repaid Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and payment of all Unreimbursed Amounts such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with their terms), (A) each prepayment of Loans pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied, first, ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans, Extended Term Loans, or Refinancing Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Refinancing Term Loans; provided further, with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower, or, absent such direction, in direct order of maturity of such installment), and second, to the extent the amount of prepayments pursuant to clauses (i) through (iv) of this Section 2.05(b) exceeds the Outstanding Amount under the Term Loans, such prepayments shall be applied to the Outstanding Amount under the Revolving Credit Loans (provided, such prepayment on its own shall not result in any termination or reduction of any Commitment); and (B) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment; provided, further that, if at the time that any prepayment pursuant to clauses (i) through (iv) above would be required, the Borrower is required to repay or to offer to repurchase any other Indebtedness permitted hereunder 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 received pursuant to such clauses (i) through (iv) above (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Credit Loans) and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Credit Loans) that would have otherwise been required pursuant to this Section 2.05(b) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
(viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) (other than Section 2.05(b)(v)) prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).
(ix) With respect to each prepayment of Term Loans required pursuant to this Section 2.05(b), (A) each Lender of the Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause (B) below), (B) the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to Section 2.05(b)(vii) and (C) any prepayment refused by Lenders of Term Loans may be retained by the Borrower.
(x) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that, if no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.05(b)(ix), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment within any Class of Loans shall be applied first to Loans of such Class that are Base Rate Loans to the full extent thereof before application to Loans of such Class that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05.
(xi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections 2.05(b)(i) or 2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(b) and (ii) to the extent that the Borrower shall havehas determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or prior before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b), the Borrower applies an amount equal to such dateNet Proceeds or Excess Cash Flow to such reinvestments or prepayments, given written notice as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). Notwithstanding anything to the Administrative Agent contrary in this Section 2.05(b), (i) mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that, if following such repayment, the Loan Party would have insufficient funds to make a REIT Distribution and (ii) the amount of its intent any mandatory prepayment shall furthermore be reduced if the Borrower determines in good faith (A) that the payment of any distribution is necessary to reinvest in accordance with Section 2.05(b)(ii)(Bmaintain the Borrower’s status as a real estate investment trust under the Code; provided that such reduction shall not exceed the amount needed to maintain such status or (B) (which notice may only that the payment of any distribution is necessary to enable the Borrower to avoid payment of any Tax that could be avoided by reason of a distribution by the Borrower; provided if no Event of Default has occurred and is then continuing);that such
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Mandatory. (i) Within five (5) 10 Business Days after financial statements have been delivered (or, if later, required to be delivered) pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered (or, if later, required to be delivered) pursuant to Section 6.02(b), the Borrower shall cause prepay, subject to be prepaid the Section 2.05(c), an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2007) 2015), minus (B) the sum of (i1) all voluntary the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such fiscal year (and (ii) all voluntary prepayments of Revolving Credit Loans during not previously applied by the Borrower in such fiscal year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the immediately preceding fiscal year), (2) at the Borrower’s election, all or any amount of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment, (3) solely to the extent the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such paymentsreduction), in the case amount of each any cash prepayments of the immediately Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year (and not previously applied by the Borrower in such fiscal year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding clauses (i) and (iifiscal year), (4) 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 prepayments are not reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment and (5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured on a pari passu basis with the Obligations on a no more than pro rata basis with the Term Loans; provided that in each case under clause (B) above, no voluntary prepayment funded with the proceeds of Indebtednessan incurrence of Indebtedness with a maturity date more than twelve months from the date of incurrence thereof may be applied pursuant to clause (B) above to reduce the amount of the prepayment required under this Section 2.05(b)(i); and provided further that such percentage in clause (A) above shall be reduced to (x) 25% if the Total Net Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements is was equal to or less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 252.50:1.00 and greater than 2.00:1.00 and (y) 0% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Net Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements is was equal to or less than 4.5:12.00:1.00.
(ii) (A) If (xI) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property (1) to a Loan Party or assets permitted (2) by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section 7.05(a7.05(e), (bq), (c), (dw) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (nrequired) or (o)), x) or (yII) any Casualty Event occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (I) and (II) results in the realization or receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash ProceedsProceeds in excess of $10,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), the Borrower shall cause to be prepaid on or prior (1) give written notice to the date which is ten (10) Business Days Administrative Agent thereof promptly after the date of the realization or receipt of such Net Cash Proceeds Term and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), the Borrower shall, subject to Section 2.05(b)(viii) hereof, prepay an aggregate principal amount of Loans in an amount equal to 100% of all the Net Cash Proceeds (other than Excluded Net Cash Proceeds) receivedreceived from such Relevant Transaction in excess of such annual limit within 15 Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that no the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment shall be required pursuant or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to this Section 2.05(b)(ii)(Aexceed the product of (1) with respect to such portion the amount of such Net Cash Proceeds that and (2) a fraction, the Borrower shall have, on or prior to numerator of which is the outstanding principal amount of such date, given written notice to other Indebtedness and the Administrative Agent denominator of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event is the aggregate outstanding principal amount of Default has occurred Loans and is then continuing);such other Indebtedness.
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Sources: Credit Agreement (Visteon Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and The Borrower shall, on the related Compliance Certificate has been delivered pursuant to Section 6.02(b), date of receipt _________ of the Net Cash Proceeds by Holdings or the Borrower shall cause to be prepaid the Term Loans in an amount equal to or any of its Subsid- iaries from (A) 50% the 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 fiscal year covered by such financial statements transfer or other disposition of assets pursuant to clause (commencing with the fiscal year ended December 31i) of Section 5.02(d)), 2007) minus (B) the sum incurrence or issuance by Holdings or the Borrower or any of their respective Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (ii), (iii) all voluntary prepayments (but only until the fifth Business Day after receipt thereof) or (iv)) of Term Loans during such fiscal year Section 5.02(b), (C) the sale or issuance by Holdings or the Borrower or any 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 (iiD) all voluntary prepayments any Extraordinary Receipt received by or paid to or for the account of Revolving Credit Loans during such fiscal year Holdings or the Borrower or any of their respective Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentsNet Cash Proceeds. Each such prepayment shall be applied first to the Term B Facility and second to the _____ ______ Term A Facility; provided, however, that notwithstanding such application, ________ _______ if any prepayment of Debt of the 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) such payment may be made if substitute collateral, in the case of each of the immediately preceding clauses (i) and (ii), form reasonably acceptable to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1Agent, 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 Term A Facility is less than 4.5:1provided.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), All prepayments under this subsection (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior made together with accrued interest to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an prepayment on the principal amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);prepaid.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to (I) 100% of all Net Cash Proceeds received (other than Excluded Net Cash Proceeds) receivedand 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 made after the Closing Date in reliance on Section 7.05(k), would exceed the applicable thresholds in clause (ii) of the proviso in Section 7.05(k) and (2) after giving Pro Forma Effect to which, 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 and (y) the portion of such Net Cash Proceeds of such Disposition received as would be required to ensure the Total Leverage Ratio would not be greater than 5.0 to 1.0 after giving Pro Forma Effect to such Disposition and the related repayment of Term Loans required hereby 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 (with any Net Cash Proceeds not subject to repayment of Term Loans pursuant to this clause (II) to be subject, for the avoidance of doubt, to preceding clause (I) and the provisions of subclause (B) of this Section 2.05(c)(ii)); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such suchany portion of any such Net Cash Proceeds described in or subject to the 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 Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and On any date on which the related Compliance Certificate has been delivered pursuant to Section 6.02(b)outstanding principal amount of the Revolving Advances plus the Letter of Credit Exposure plus the outstanding principal amount of the Swingline Advances exceeds the aggregate Revolving Commitments, the Borrower Company agrees to make a mandatory prepayment of the Revolving Advances in the amount of such excess.
(ii) The Company shall cause to be prepaid prepay the Term Loans in Advances by an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B1) the sum amount required by Section 6.03(b)(iii) from the sale of any assets permitted by Section 6.03 (i) all voluntary prepayments other than sales of Term Loans during such fiscal year and (ii) all voluntary prepayments assets from the Company to any of Revolving Credit Loans during such fiscal year its Subsidiaries or from any of its Subsidiaries to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each Company or another Subsidiary of the immediately preceding clauses (i) and (iiCompany), to the extent such prepayments amounts are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest reinvested in accordance with Section 2.05(b)(ii)(B6.03, on the 185th day after receipt of such amount and (2) (which notice may only be provided if no 100% of the Net Cash Proceeds the Company or any of its Subsidiaries receives from an insurance policy or condemnation award in connection with a Casualty Event occurring when an Event of Default has occurred and is then continuingcontinuing or in connection with a Total Loss or a Material Partial Loss for which the insurance proceeds or condemnation proceeds are not reinvested in replacement assets of comparable value and utility within six months after receipt of such insurance proceeds, on the 185th day after receipt of such Net Cash Proceeds, (B) 100% of the Net Cash Proceeds of the Hercules Title XI Issue upon receipt thereof, (C) (i) 100% of the Net Cash Proceeds of any Equity Issuance in excess of $50,000,000.00 upon the receipt thereof, and (ii) 100% of the Net Cash Proceeds up to $50,000,000.00 of any Equity Issuance not invested in assets used in the Company's or its Subsidiaries' business on or before the 60th day after receipt of such Net Cash Proceeds, and (D) unless the Company's Leverage Ratio is less than 2.5 to 1.0 as of the end of such fiscal year, 75% of the Excess Cash Flow for each fiscal year (commencing with the fiscal year ending December 31, 2000);, prior to April 30 of the subsequent fiscal year.
(iii) Each prepayment pursuant to this Section 2.07(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date.
Appears in 1 contract
Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances in an amount equal to, (5A) Business Days after financial statements at any time when the Total Leverage Ratio is greater than or equal to 4.00:1.00, 75% of the amount of Excess Cash Flow for such Fiscal Year, (B) at any time when the Total Leverage Ratio is greater than or equal to 3.50:1.00 and less than 4.00:1.00, 50% of the amount of Excess Cash Flow for such Fiscal Year, (C) at any time when the Total Leverage Ratio is greater than or equal to 3.00:1.00 and less than 3.50:1.00, 25% of the amount of Excess Cash Flow for such Fiscal Year and (D) at any time when the Total Leverage Ratio is less than 3.00:1.00, 0% of the amount of Excess Cash Flow for such Fiscal Year. 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 delivered eliminated as a result of such reductions and, thereafter ratably to the remaining amortization installments thereunder and second to the Revolving Credit Facility as set forth below in clause (iv) of this Section 2.06(b).
(ii) The Borrower shall, on the date of receipt of any Net Cash Proceeds 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 clauses (i) through (viii) 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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b5.02(b)), (C) the Borrower shall cause issuance of any class of equity, (D) any capital contribution and (E) any Casualty Receipt received by or paid to be prepaid or for the Term Loans account of any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of the Advances in an amount equal to (x) 100% of the amount of such Net Cash Proceeds in the case of clauses (A), (B) and (E), and (y) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentsNet Cash Proceeds, in the case of each clauses (C) and (D). 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 as set forth below in clause (iv) of this Section 2.06(b). No prepayment made with Net Cash Proceeds received as a result of a transaction not permitted by Section 5.02(b), (e) or (g)(i) shall be deemed either to cure any Default resulting from a breach of Section 5.02(b), (e) or (g)(i) or to waive any Lender Party's rights and remedies in connection therewith.
(iii) The Borrower shall prepay an aggregate principal amount of the immediately preceding clauses Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances on any Business Day in 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 Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility.
(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i) and ), (ii), or (iii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts in respect of Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances, cash collateralization amounts and remaining amount being referred to herein as the "REDUCTION AMOUNT") may be retained by the Borrower and the Revolving Credit 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 Collateral Account, such funds shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as applicable.
(v) All prepayments under this subsection (b) shall be made together with accrued interest to the extent date of such prepayments are not funded prepayment on the principal amount prepaid, together with the proceeds any amounts owing pursuant to Section 9.04(c). If any payment of Indebtedness; provided that if the Total Leverage Ratio as of 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 fiscal year covered by such financial statements is less than 5.25:1applicable Interest Period therefor, the Borrower shall make prepayments of Loans may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment 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 Collateral Account until the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, applicable Interest Period at which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to time the Administrative Agent shall apply the amount of its intent such payment to reinvest the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event 2.07 until the last day of Default has occurred and is then continuing);the applicable Interest Period therefor.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the BV Borrower shall cause to be prepaid the an aggregate principal amount of Term Loans Loans, in accordance with Section 2.05(b)(vvi), in an amount equal to (A) 50% the Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072013) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year and (ii2) all solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of 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 4.5:1year.
(ii) (A) (A) If (x) the Borrower BV BorrowerSTBV or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i), (lj), (m), (n), (p), (q), (r), (s), (t) or (ou)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower BV BorrowerSTBV or such Restricted Subsidiary of Net Cash Proceeds, the BV Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans Loans, in accordance with Section 2.05(b)(vvi), in an amount NYDOCS01/1760806.13 equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.05(b)(iii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the BV Borrower shall have given written notice to the Administrative Agent of its intent intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B2.05(b)(iii)(B) (which notice which, except in the case of a Casualty Event, election may only be provided 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 are required to be delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been is required to be delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section Sections 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (k), (l), (nm), (o), (p) or (oq)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) 10 Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that, if at the time that no any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
(viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) (other than Section 2.05(b)(v)) prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).
(ix) With respect to each prepayment of Term Loans required pursuant to Section 2.05(b), (A) each Lender of Term Loans will have the right to refuse such offer of prepayment by giving written notice of such refusal to the Administrative Agent within one Business Day after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause (B) below), (B) the Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Borrower pursuant to Section 2.05(b)(vii) and (C) any prepayment refused by Lenders of Term Loans may be retained by the Borrower.
(x) In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that, if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(ix), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment within any tranche of Term Loans shall be applied first to Term Loans of such tranche that are Base Rate Loans to the full extent thereof before application to Term Loans of such tranche that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05.
(xi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections 2.05(b)(i) or 2.05(b)(ii), is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower shall havehas determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or prior before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.05(b), the Borrower applies an amount equal to such dateNet Proceeds or Excess Cash Flow to such reinvestments or prepayments, given written notice to as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Administrative Agent Borrower rather than such Foreign Subsidiary, less the amount of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (which notice may only or, if less, the Net Proceeds or Excess Cash Flow that would be provided calculated if no Event of Default has occurred and is then continuingreceived by such Foreign Subsidiary);.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n) or (o)▇), (▇), (▇), (r) and (t)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid prepay on or prior to the date which is ten five (105) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Proceeds, subject to clause (b)(iii) of this Section 2.03, an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided realized or received provided, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.03(b)(i)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B2.03(b)(i)(B).
(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition consummated in reliance on Section 7.05(i) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within the later of (1) twelve (12) months following receipt thereof and (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clause (iii) of this Section 2.03(b), an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 2.03.
(ii) If the Borrower or any Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.
(iii) Notwithstanding any other provisions of this Section 2.03(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.03(b)(i) (which notice may only a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided if no Event of Default has occurred and is then continuing);in this
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and The Borrower shall, on the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to earlier of (A) the tenth day following the date on which the Borrower delivers to the Lender Parties the Required Financial Information and (B) 105 days after the end of each Fiscal Year, commencing with such audited Consolidated financial statements for the Fiscal Year ending December 31, 2001 prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 50% of the amount of Excess Cash FlowFlow for such Fiscal Year. Each prepayment of Advances required to be made pursuant to this clause (i) shall be applied to the Term Loan Facility and to the principal repayment installments thereof in inverse order of maturity on a pro rata basis.
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from:
(A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than (x) the assets listed in Schedule 2.06 and (y) any other property or assets expressly permitted to be sold, leased, transferred or disposed of under clause (i), (ii), (iii), (iv), (vi), (viii), (ix), (x) or (xi) of Section 5.02(d) and, except to the extent such reduction is expressly required thereunder, under clause (v) of Section 5.02(d);
(B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to clause (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiv), (xv) or (xvi) of Section 5.02(b) and Subordinated Debt permitted to be issued under Section 5.02(b)(xiii) and which is used to effect any acquisition permitted hereunder, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 120 days of such issuance to effect such acquisition and any such proceeds not so used by such 120th day shall be applied as a prepayment as provided herein); and
(C) the issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests therein (other than the issuance by the Borrower of Equity Interests (i) upon the conversion of the Convertible Preferred Securities upon exchange thereof for Convertible Subordinated Debentures and the immediate conversion of such Convertible Subordinated Debentures, as provided in the Convertible Securities Trust Agreement, (ii) to employees of the Borrower or its Subsidiaries in the ordinary course of business or (iii) to effect any acquisition permitted hereunder, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 120 days of such issuance to effect such acquisition 42 47 and any such proceeds not so used by such 120th day shall be applied as a prepayment as provided herein), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 100% of the amount of such Net Cash Proceeds. Each prepayment of Advances pursuant to this clause (ii) shall be applied to the Term Loan Facility and to the principal repayment installments thereof in inverse order of maturity on a pro rata basis.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if anyapplicable, for deposit an amount into the fiscal year covered L/C Cash Collateral Account equal to the amount by such financial statements which (commencing with the fiscal year ended December 31, 2007) minus (BA) the sum of (i1) the aggregate principal amount of all voluntary prepayments Revolving Credit Advances, Letter of Term Loans during Credit Advances and Swing Line Advances outstanding on such fiscal year Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iv) 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).
(v) Notwithstanding any of the other provisions of clause (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year this Section 2.06(b), so long as no Default under Section 6.01(a) or 6.01(f) or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment of Term Loan Advances would otherwise be required to be made pursuant to clause (ii) of this Section 2.06(b), the extent the Revolving Credit Commitments are permanently reduced by the aggregate amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered Net Cash Proceeds required by such financial statements clause to be applied to prepay Term Loan Advances on such date is less than 5.25:1or equal to $10,000,000, the Borrower may defer such prepayment until the date that is ten Business Days after the aggregate amount of Net Cash Proceeds or other amounts otherwise required hereunder to prepay Term Loan Advances and not previously so applied equals at least $10,000,000. Upon the occurrence of a Default under Section 6.01(a) or 6.01(f) or an Event of Default, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for immediately prepay 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 Term Loan Advances comprising part of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (same Borrowings in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (received by the Borrower and other than Excluded Net Cash Proceeds) received; provided amounts, as applicable, that no such prepayment shall are required to be required pursuant applied to prepay Term Loan Advances under this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (2.06 but which notice may only be provided if no Event of Default has occurred and is then continuing);have not previously been so applied.
Appears in 1 contract
Sources: Credit Agreement (Caremark Rx Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Parent Guarantor shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 200720112013) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans during such fiscal year made pursuant to Section 2.05(a) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such payments, in the case of each of the immediately preceding clauses (i) and (iireduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to the extent Section 2.05(a) during such prepayments are not funded with the proceeds of Indebtednessfiscal year; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the immediately preceding four fiscal year covered by such financial statements is quarters was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% 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 4.5:12.50:1.
(ii) (A) If (x) the Borrower Parent Guarantor or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i), (l), (nj) or (om)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Parent Guarantor or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Parent Guarantor shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Parent Guarantor shall have given written notice to the Administrative Agent of its intent intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which notice election may only be provided made if no Event of Default has occurred and is then continuing);.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), Nielsen and the Borrower Dutch Borrower, as applicable, shall cause to be prepaid the an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans (under and as defined in the Existing Credit Agreement) during such fiscal year to the extent that the Revolving Credit Commitments (under and as defined in the Existing Credit Agreement) are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that, notwithstanding the foregoing, if at the time that if any prepayment would be required under this clause (i) the Total Leverage Ratio as applicable Loan Parties are required to prepay the Existing Term Loans with Excess Cash Flow (and the Existing Credit Agreement does not otherwise permit the pro rata payment of the last day Term Loans with Excess Cash Flow to be applied as set forth in clause (vi) of this Section 2.05(b)), the amount of prepayment required pursuant to this clause (i) shall not exceed the amount that would have been the pro rata share of the fiscal year covered by such financial statements is less than 5.25:1, Term Loans of the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% Applicable ECF Percentage of Excess Cash Flow for (determined on 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 basis of the last day aggregate outstanding principal amount of the fiscal year covered by such financial statements is less than 4.5:1.Term Loans and the Existing Term Loans);
(ii) If (A) If (x) the Borrower a Covenant Party or any Restricted Subsidiary of a Covenant Party Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e) (other than any Disposition, directly or indirectly, to a Person that is not ▇▇▇▇▇▇▇ Holdings or any of its Subsidiaries to give effect to the Connect Transactions), (g), (h), (i), (l), (m), (n), (o), (p) or (oq)), (B) the Company Disposes of any Collateral owned by it, or (yC) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower such Covenant Party or such Restricted Subsidiary of Net Cash Proceeds, Nielsen and the Borrower Dutch Borrower, as applicable, shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by such Covenant Party or Restricted Subsidiary of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% (or 50% at any time the Total Leverage Ratio is less than 5.50 to 1.00) of all Net Proceeds received; provided that, notwithstanding the foregoing, if at the time that any prepayment would be required under this clause (ii) the applicable Loan Parties are required to prepay the Existing Term Loans with such Net Proceeds (and the Existing Credit Agreement does not otherwise permit the pro rata payment of the Term Loans with such Net Proceeds to be applied as set forth in clause (vi) of this Section 2.05(b)), the amount of prepayment required pursuant to this clause (ii), (1) shall be 0% if the Existing Credit Agreement requires a prepayment with 100% of such Net Proceeds, and (2) shall not exceed the amount that would have been the pro rata share of the Term Loans of such Net Proceeds (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Existing Term Loans) if the Existing Credit Agreement requires a prepayment with less than 100% of the Net Proceeds;
(iii) [Reserved]
(iv) If any Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any Indebtedness after the Closing Date (other than, in the case of any Covenant Party or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.03 and other than, in the case of the Company, any Permitted Holdings Debt), Nielsen and the Dutch Borrower, as applicable, shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (other than Excluded 5) Business Days after the receipt by such Loan Party or Restricted Subsidiary of such Net Cash Proceeds.
(v) received[Reserved].
(vi) Notwithstanding anything in this Section 2.05(b) to the contrary and to the extent permitted by the Existing Credit Agreement pursuant to an amendment thereto after the date hereof, any prepayment required under clause (i), (ii) or (iv) of this Section 2.05(b) shall be applied on a pro rata basis to prepay the Term Loans and the Existing Term Loans (determined on the basis of the aggregate outstanding principal amount of such Term Loans and Existing Term Loans). Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) or (b), as applicable; provided that no and each such prepayment shall be required pursuant paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (viii) of this Section 2.05(b)(ii)(A2.05(b).
(vii) with respect to such portion of such Net Cash Proceeds that the Borrower Nielsen shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least three (which 3) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of ▇▇▇▇▇▇▇’▇ prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
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 if the Total Debt/EBITDA Ratio is greater than or equal to 5.50:1.00, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings outstanding under the Term Facilities in an amount equal to the Excess Cash Flow Amount for such Fiscal Year 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 6.01(a5.02(e) and other than the related Compliance Certificate has been delivered sale of assets pursuant to clause (vi) of Section 6.02(b5.02(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 Borrower 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 cause be applied first ratably to be prepaid the Term Loans 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 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) $100,000,000 plus (2) to the extent such Net 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.
(C) The Borrower shall, on the date of receipt (or such later date as may be specified below) 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 interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of an equity offering following the IPO, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (A1) if Total Debt/EBITDA Ratio at such time is greater than or equal to 4.00:1.00, 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause (2) if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to be prepaid on or prior to the date which is ten (10) Business Days after the date 3.00:1.00, 50% of the realization or receipt amount by which such Net Cash Proceeds exceed the amount of such Net Cash Proceeds used by the Borrower and its Subsidiaries to make Investments in accordance with the provisions of Section 5.02(f) during the nine months immediately following such date, payable 30 days after the nine month anniversary of such date and (3) if the Total Debt/EBITDA Ratio at such time is less than 3.00:1.00, zero. Each such prepayment, if any, shall be applied first ratably to the Term Loans 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.
(iii) Anything contained in this Section 2.06(b) to the contrary notwithstanding, (A) if, following the occurrence of any "Asset Sale" (as such term is defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture) 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 100% any of all the "Net Proceeds" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse 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 any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "Net Proceeds," and, within 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the payment of the Advances in the manner set forth in Section 2.06(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer".
(iv) Prepayments of the Term Facilities pursuant to Section 2.06(b)(i), (ii) or (iii) shall be made ratably among such Facilities, to be applied to the installments of each such Facility on a pro rata basis until such installments are paid in full; provided, however, that with respect to prepayments made prior to or on the second anniversary of the First Closing Date, once prepayments in a principal amount of $25,000,000 or more in the aggregate since the First Closing Date shall have been applied to the AXELs Series A Facility and the AXELs Series B Facility then the Lenders under such Facilities, at each such Lender's option, may elect not to accept such prepayment, in which event the provisions of the next sentence shall apply. With respect to such prepayments made prior to or on the second anniversary of the First Closing Date, once the AXELs Series A Facility and the AXELs Series B Facility shall have been prepaid in a principal amount of $25,000,000 in the aggregate since the First Closing Date, then upon receipt by the Administrative Agent of such prepayment, the amount of the prepayment that is available to prepay such Facilities (subject to the proviso to the immediately preceding sentence) shall be deposited in the Cash Proceeds Collateral Account (other than Excluded Net Cash Proceeds) received; provided that no the "First Prepayment Amount"), pending application of such amount on the First Prepayment Date and the Second Prepayment Date as set forth below and promptly after such receipt (the date of such receipt being the "Receipt Date"), the Administrative Agent shall give written notice to the AXELs Series A Lenders and the AXELs Series B Lenders of the amount available to prepay the Advances and the date on which such prepayment shall be required pursuant to this Section 2.05(b)(ii)(Amade (the "First Prepayment Date"), which date shall be 10 days after the Receipt Date. Any Lender declining such prepayment (a "First Declining Lender") with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given give written notice to the Administrative Agent by 12:00 Noon (New York City time) on the Business Day immediately preceding the First Prepayment Date. On the First Prepayment Date, an amount equal to that portion of its intent the First Prepayment Amount accepted by the AXELs Series A Lenders and the AXELs Series B Lenders other than the First Declining Lenders (such Lenders being the "First Accepting Lenders") to reinvest prepay Advances owing to such First Accepting Lenders shall be withdrawn from the Cash Collateral Account and applied to prepay Advances owing to such First Accepting Lenders on a pro rata basis and any amounts that would otherwise have been applied to prepay Advances owing to the First Declining Lenders (the "Second Prepayment Amount") shall instead be retained in accordance the Cash Collateral Account and offered to the First Accepting Lenders to prepay Advances owing to such First Accepting Lenders. The Administrative Agent shall, on or prior to the First Prepayment Date, give written notice to the First Accepting Lenders of the Second Prepayment Amount that is available to prepay the Advances owing to such First Accepting Lenders and the date on which such prepayment shall be made (the "Second Prepayment Date"), which date shall be 10 days after the First Prepayment Date. Any First Accepting Lender declining such prepayment (a "Second Declining Lender") shall give written notice to the Administrative Agent by 12:00 Noon (New York City time) on the Business Day immediately preceding the Second Prepayment Date. On the Second Prepayment Date, an amount equal to the Second Prepayment Amount shall be withdrawn from the Cash Collateral Account and applied to prepay Advances owing to the First Accepting Lenders other than the Second Declining Lenders (such Lenders being the "Second Accepting Lenders") on a pro rata basis and any amounts that would otherwise have been applied to prepay Advances owing to Second Declining Lenders shall instead be applied first to prepay Advances owing to the Term Loan Lenders on a pro rata basis and to the installments thereof on a pro rata basis and second ratably to prepay the Working Capital Facility as set forth in clause (vii) below and, if the Term Loan Facility and Working Capital Facility shall have been paid in full and terminated, amounts that would have been otherwise applied to prepay Advances under such Facilities shall be applied instead to prepay Advances owing to the Second Accepting Lenders.
(v) 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 equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital 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 Working Capital Facility on such Business Day.
(vi) 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 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.
(vii) Prepayments of the Working Capital Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and third, other than with respect to amounts prepaid pursuant to Section 2.05(b)(ii)(B2.06(b)(i)(B) or Section 2.06(b)(ii)(B), 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 prepayments of the Working Capital Facility required pursuant to clause (i), (ii), (iii) or (iv) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrower and, other than with respect to amounts prepaid pursuant to Section 2.06(b)(i)(B) or Section 2.06(b)(ii)(B), 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 funds shall be applied to reimburse the relevant Issuing Bank or Working Capital Lenders, as applicable.
(viii) Notwithstanding anything to the contrary contained in subsection (b)(ii) of this Section 2.06, so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment of Advances would otherwise be required pursuant to subsection (b)(ii) of this Section 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances on such date are less than or equal to $1,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances exceeds $1,000,000. 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 notice may only amounts, to the extent originally constituting Net Cash Proceeds, shall be provided if no Event of Default has occurred and is then continuing);deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.
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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Company shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072006 and excluding the fiscal year ended December 31, 2014) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:15.00:1.
(ii) (A) If (x) Holdings, the Borrower Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i), (l), (nj) or (on)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower Company or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that that, except with respect to a Disposition pursuant to Section 7.05(o), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower Company shall cause to be prepaid the an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 20072006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:15.00:1.
(iib) (Ai) If (x) Holdings, the Borrower Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i), (l), (n) or (oj)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower Company or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Sources: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(aSections 7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (k), (l), (nm) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (s) or (ot)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans; provided, further, that the Borrower may elect to apply prepayments pursuant to this Section 2.05(b) (i) to the Series B-1 Term Loans 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 portion prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(ii)(B2.05(b) at least four (which 4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2012) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇)(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇), (o) or (op)), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted any Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that if any Permitted Notes have been issued in compliance with Sections 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.
(iii) If the Borrower or any Subsidiary incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(r)(i) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is six (6) Business Days after the receipt by the Borrower or such Subsidiary of such Net Proceeds.
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(v) Except with respect to Loans incurred in connection with any Refinancing Amendment (which shall be applied as provided in Section 2.16), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that any Class of Incremental Term Loans or Other Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans or Other Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment subject to clause (vi) of this Section 2.05(b).
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) of this Section 2.05(b)(ii)(A2.05(b) with respect at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such Net Cash Proceeds that declined amounts, the Borrower shall have, on or prior “Declined Proceeds”) of Term Loans required to such date, given be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of its intent such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of Default has occurred and is then continuing);the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.
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Mandatory. (i) Within five six (56) Business Days after financial statements have been delivered pursuant to Section SectionSection 6.01(a) (commencing with the fiscal year ending on or about December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(bSectionSection 6.02(a), the Borrower shall cause to be offered to be prepaid the in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to SectionSection 2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as Indebtedness and, without duplication of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow for the fiscal year covered by such financial statements and no payment of in any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1prior period.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (in the case of clause (d)(i) except to the extent constituting a Disposition by any Restricted Subsidiary such property is subject to a Loan PartyMortgage), (eo), (gp), (hq), (i), (l), (nr) or (os)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this SectionSection 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) [Reserved].
(iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Restatement Effective Date (other than Indebtedness not prohibited under SectionSection 7.03 (excluding SectionSection 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is six (6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this SectionSection 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this SectionSection 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this SectionSection 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to SectionSection 2.07(a) as directed by the Borrower; and (C) each such prepayment shall be required pursuant paid to this Section 2.05(b)(ii)(A) the Lenders in accordance with respect to such portion their respective Pro Rata Shares of such Net Cash Proceeds that the prepayment.
(vii) The Borrower shall have, on or prior to such date, given written notice to notify the Administrative Agent in writing of its intent any mandatory prepayment of Term Loans required to reinvest in accordance with Section 2.05(b)(ii)(Bbe made pursuant to clauses (i) through (which iv) of this SectionSection 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice may only be provided if no Event shall specify the date of Default has occurred such prepayment and is then continuing);provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Appears in 1 contract
Mandatory. (i) Within five ten (510) Business Days days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)) and no later than the 130th day after the end of a fiscal year, the Borrower shall cause to be prepaid the Term an aggregate amount of Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007ending in calendar year 2013) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no 4.75 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 is was less than 4.5:1or equal to 3.50 to 1.00.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a7.05 (a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (ok)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Term an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and Following the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% end of Excess Cash Flow, if any, for the each fiscal year covered by such financial statements (of the Company, commencing with the fiscal year ended December 31ending September 30, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:12018, the Borrower Company shall make prepayments of prepay Loans in an aggregate amount equal to 25% (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that if all Term B Loans have been paid in full and the Term B Facility has been terminated on or prior to the date a prepayment under this clause (i) would have been required to have been made, no such prepayment shall be required for such fiscal year or any subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to 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 for which Excess Cash Flow is less than 4.5:1being calculated.[Reserved].
(ii) (A) If (x) the Borrower Company or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than in the ordinary course of business, and other than any Disposition of any property or assets permitted by Section 7.05(aS▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇), (▇), (q)(ii) or (oor))) which, or (y) in any Casualty Event occurssuch case, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower Company shall cause prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (10A) Business Days within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the date Company in writing to the Administrative Agent), and (C) in the case of the realization Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Notwithstanding the foregoing, if the Company or any of its Restricted Subsidiaries realizes any Net Cash Proceeds resulting from a Non-Core Asset Disposition or the MS Disposition, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom no later than three (3) Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (other than in respect of the MS Disposition) (viii) below), without regard to the foregoing $50,000,000 threshold or the reinvestment provisions set forth in this clause (ii).
(iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Recovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii).
(iv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any(A) any Permitted Credit Agreement Refinancing Indebtedness the Company shall prepay an aggregate principal amount of Loans (and/or replace unused Revolving Credit Commitments) equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (ix) below) or (B) any other Indebtedness (other than Excluded Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than Section 7.02(s)), the Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash ProceedsProceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clausesclause (v) received; and (viii) below).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b)(ii),(iii) or (iv)(B) shall be applied, first, ratably to each of the Term A US Facility, the Term A CAD Facility, the Term A AUD Facility, and the Term B Facility to Loans under the Term A US Facility (but shall not, for the avoidance of doubt, be required to be applied to reduce any outstanding and undrawn Term A US Commitments) (and, to the extent provided in the definitive loan documentation thereto, to any Incremental Term Loans or Incremental Equivalent Debt, ratably (or less than ratably, but in no event greater than ratably)) and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter,thereof, and thereafter to the remaining principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b). Notwithstanding the foregoing, each prepayment of Loans made with Net Cash Proceeds resulting from Dispositions pursuant to Section 2.05(b)(ii) shall be applied, first, ratably to each of the Term A US Facility and the Term B Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), any Incremental Term Loans) on a pro rata basis, second, ratably to each of the Term A CAD Facility and the Term A AUD Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), any Incremental Term Loans) on a pro rata basis and, third, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b), provided that notwithstanding anything to the contrary provided herein, no prepayment of the Revolving Credit Facility shall be required to be made with any Net Cash Proceeds resulting from the MS Disposition. thereof on a pro rata basis. Subject to Section 2.18, any such prepayments shall be paid to the Lenders under the applicable Facility in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vi) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Company or another Borrower) at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within five Business Days after receipt of such notice, the Company shall prepay Revolving Credit Loans and/or Swing Line Loans and/or the Company shall Cash Collateralize the L/C Obligations under the Revolving Credit Facility in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Company or another Borrower) as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations under the Revolving Credit Facility pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.
(vii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Hong Kong Dollars or New Zealand Dollars at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
(viii) Except as otherwise provided in Section 2.18, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) [Reserved.]Notwithstanding the foregoing, in the case of prepayments made pursuant to Section 2.05(b)(iv) in respect of any Permitted Credit Agreement Refinancing Indebtedness, such prepayment shall be required pursuant applied solely to this Section 2.05(b)(ii)(Athose applicable Term Loans or Revolving Credit Loans (or unused Revolving Credit Commitments) with respect to which such Permitted Credit Agreement Refinancing Indebtedness is being incurred.
(x) Notwithstanding anything to the contrary contained in Section 2.05(b)(i), (ii) or (iii), to the extent attributable to a Disposition or Recovery Event by a Restricted Subsidiary that is a Foreign Subsidiary, or arising from Excess Cash Flow attributable to a Foreign Subsidiary, no prepayment (or a portion thereof) required under Section 2.05(b)(i), (ii) or (iii) shall be made if such prepayment (or portion thereof), at the time it is required to be made, is subject to material permissibility restrictions under applicable Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Restricted Subsidiaries), provided that the Company and its Restricted Subsidiaries shall make commercially reasonable efforts with respect to such Laws to make such prepayment (or portion thereof) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Company and its Restricted Subsidiaries to permit such prepayment (or portion thereof)). Notwithstanding anything to the contrary contained in this Section 2.05, to the extent a Restricted Payment or other distribution to the Company is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.05 shall be made if either of the Company or any Restricted Subsidiary determines in good faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which the Company, in its reasonable judgment, deems to be material, provided that to the extent the provisions hereof relating to Excess Cash Flow of Foreign Subsidiaries apply, but the amount of the total Excess Cash Flow attributable to the Company and its Domestic Subsidiaries then exceeds the prepayment then required to be made under Section 2.05(b)(ii) or (iii) (in each case, solely for this purpose, determined without regard to this Section 2.05(b)(x)), then (subject to the first sentence of this Section 2.05(b)(x))), the entire prepayment then required under such Section 2.05(b)(ii) or (iii) shall be required to be made, without reduction pursuant to this sentence. Notwithstanding anything in the preceding two sentences to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under Section 2.05(b), the Company shall make such prepayment in an amount equal to the lesser of (1) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (2) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds that resulting from the Borrower shall have, on or prior to such date, given written notice to applicable Disposition were previously used for the Administrative Agent permanent repayment of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) Indebtedness (which notice may only be provided if no Event of Default has occurred and is then continuing);including any reductions in
Appears in 1 contract
Sources: Credit Agreement (Aecom)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and The Borrower shall, on the related Compliance Certificate has been delivered pursuant to Section 6.02(b), 45th day following the end of each of the first three fiscal quarters of each fiscal year of the Borrower shall cause to be prepaid and on the Term Loans in an amount equal to (A) 50% 90th day following the end of Excess Cash Flow, if any, for the fourth fiscal quarter of each fiscal year covered by such financial statements (of the Borrower, commencing with the fiscal year quarter ended December July 31, 20071998, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to seventy-five per cent (75%) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the such fiscal year covered by quarter. Each such financial statements and no payment of any Loans prepayment shall be required under this Section 2.05(b)(iapplied ratably first (on and after January 31, 1999) if to the Total Leverage Ratio Tranche B Term Out Amount and to the installments thereof pro rata, second to the Tranche B Revolving Credit Facility, and third, to the Tranche A Revolving Credit Facility as of the last day of the fiscal year covered by such financial statements is less than 4.5:1set forth in clause (v) below.
(ii) (A) If (x) The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any property assets of the Borrower 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 clause (i) of Section 7.05(a5.02(e)), (bB) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (cC) the sale or issuance by the Borrower 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 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 (D) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (A), (dB) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) in the case of clause clauses (d)(iA) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Partyand (D), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date 75% of the realization or receipt amount of such Net Cash Proceeds Term Loans and (y) in an amount equal to the case of clauses (B) and (C), 100% of all Net Cash Proceeds (other than Excluded the amount of such Net Cash Proceeds) received; provided that no . Each such prepayment shall be required pursuant applied first (on and after January 31, 1999) to this Section 2.05(b)(ii)(Athe Tranche B Term Out Amount and to the installments thereof pro rata, second to the Tranche B Revolving Credit Facility, and third to the Tranche A Revolving Credit Facility as set forth in clause (v) with respect to such portion of such Net Cash Proceeds that the below.
(iii) The Borrower shall have(A) on each Business Day, prepay an aggregate principal amount of the Tranche A Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the amount by which (1) the sum of the aggregate principal amount of (x) the Tranche A 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 (2) the Tranche A Revolving Credit Facility on such Business Day and (B) on each Business Day, prepay an aggregate principal amount of the Tranche B Revolving Credit Advances comprising part of the same Borrowings equal to the amount by which (1) the Tranche B Revolving Credit Advances then outstanding exceeds (2) the sum of the Tranche B Revolving Credit Facility on such Business Day plus on and after January 31, 1999, the Tranche B Term Out Amount outstanding on such Business Day.
(iv) The Borrower shall, on or prior to such dateeach Business Day, given written notice pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event all Letters of Default has occurred and is Credit then continuing);outstanding exceeds the Letter of Credit Facility on such Business Day.
Appears in 1 contract
Mandatory. (i) Within five (5) 10 Business Days after financial statements have been delivered (or, if later, required to be delivered) pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered (or, if later, required to be delivered) pursuant to Section 6.02(b), the Borrower shall cause prepay, subject to be prepaid the Section 2.05(c), an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2007) 2015), minus (B) the sum of (i1) all voluntary the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such fiscal year (and (ii) all voluntary prepayments of Revolving Credit Loans during not previously applied by the Borrower in such fiscal year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the immediately preceding fiscal year), (2) at the Borrower’s election, all or any amount of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment, (3) solely to the extent the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such paymentsreduction), in the case amount of each any cash prepayments of the immediately Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year (and not previously applied by the Borrower in such fiscal year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding clauses (i) and (iifiscal year), (4) 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 prepayments are not reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment and (5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured on a pari passu basis with the Obligations on a no more than pro rata basis with the Term Loans; provided that in each case under clause (B) above, no voluntary prepayment funded with the proceeds of Indebtednessan incurrence of Indebtedness with a maturity date more than twelve months from the date of incurrence thereof may be applied pursuant to clause (B) above to reduce the amount of the prepayment required under this Section 2.05(b)(i); and provided further that such percentage in clause (A) above shall be reduced to (x) 25% if the Total Net Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements is was equal to or less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 252.50:1.00 and greater than 2.00:1.00 and (y) 0% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Net Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements is was equal to or less than 4.5:12.00:1.00.
(ii) (A) If (xI) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property (1) to a Loan Party or assets permitted (2) by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section 7.05(a7.05(e), (bq), (c), (dw) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party)required) or, (e), (g), (h), (i), (l), (nx) or (o)), bb) or (yII) any Casualty Event occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (I) and (II) results in the realization or receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash ProceedsProceeds in excess of $10,000,000 in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), the Borrower shall cause to be prepaid on or prior (1) give written notice to the date which is ten (10) Business Days Administrative Agent thereof promptly after the date of the realization or receipt of such Net Cash Proceeds Term and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), the Borrower shall, subject to Section 2.05(b)(viii) hereof, prepay an aggregate principal amount of Loans in an amount equal to 100% of all the Net Cash Proceeds (other than Excluded Net Cash Proceeds) receivedreceived from such Relevant Transaction in excess of such annual limit within 15 Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that no the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment shall be required pursuant or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to this Section 2.05(b)(ii)(Aexceed the product of (1) with respect to such portion the amount of such Net Cash Proceeds that and (2) a fraction, the Borrower shall have, on or prior to numerator of which is the outstanding principal amount of such date, given written notice to other Indebtedness and the Administrative Agent denominator of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event is the aggregate outstanding principal amount of Default has occurred Loans and is then continuing);such other Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (Visteon Corp)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall cause to be prepaid the prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (iproviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of the Loans pursuant to Section 2.05(a)(i) (except prepayments of Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility) and no payment of any the Second Lien Loans pursuant to Section 2.05(a)(i) of the Second Lien Credit Agreement minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.05(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.05(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C), to the extent financed with internally generated funds); provided that such percentage shall be required under this Section 2.05(b)(i) reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year covered by such financial statements is was less than 4.5:13.90:1.00 or 3.40:1.00, respectively.
(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (gf), (h), (i), (lj), (nk) or (ol)), ) or (y) any Casualty Event occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (x) and (y) results in the realization or receipt by the Borrower or such and its Restricted Subsidiary Subsidiaries of Net Cash ProceedsProceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the Borrower shall cause to be prepaid on or prior to same fiscal year of the date which is ten (10) Business Days after the date of Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds Term in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (other than Excluded Net Cash Proceeds2) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion Business Days of such Net Cash Proceeds that receipt thereof by the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Restricted Subsidiary.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall Borrowers shall, subject to clauses (vi) and (vii) of this Section 2.05, prepay, or cause to be prepaid the prepaid, an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during made pursuant to Section 2.05(a)(i) or Section 2.05(a)(v) (in an amount, in the case of prepayments pursuant to Section 2.05(a)(v), equal to the discounted amount actually paid in respect of the principal amount of such fiscal year Term Loans and only to the extent that such Loans have been cancelled) and (ii) all voluntary prepayments of Revolving Credit Loans, Other Revolving Credit Loans during such fiscal year or loans under 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 corresponding Revolving Credit Commitments are permanently reduced by the amount of such paymentsor other revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.05(b)(i) is due and in each case to the extent such prepayments are not funded with the proceeds of IndebtednessFunded Debt (other than any Indebtedness under any revolving credit facilities); provided that (x) the ECF Percentage shall be 25% if the Total First Lien Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was (A) prior to the Delayed Draw Funding Date, less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for 4.00 to 1.00 and greater than 3.50 to 1.00 or (B) on and after the fiscal year covered by such financial statements Delayed Draw Funding Date, less than or equal to 3.75 to 1.00 and no payment of any Loans greater than 3.25 to 1.00, and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total First Lien Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 4.5:1or 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 (x) the Holdings, any Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (bSection 7.05(b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any to Holdings, a Borrower or a Restricted Subsidiary to that is a Loan PartyGuarantor), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (ot)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Holdings, a Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall prepay, or cause to be prepaid prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings, such Borrower or such Restricted Subsidiary of such Net Cash Proceeds 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 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, Holdings, any Borrower (other than Excluded or any Restricted Subsidiary) is required to offer to repurchase Permitted Incremental Equivalent Debt or any Credit Agreement Refinancing Indebtedness, in each case, that is secured on an equal priority basis with the Obligations (or any Refinancing Indebtedness in respect thereof that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness secured on an equal priority basis with the Obligations (or such Refinancing Indebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Holdings, any Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds) receivedProceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided further, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Representative shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);.
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 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (iproviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the fiscal year ended on or about December 31, 2011 minus (B) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and no payment (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of any Loans the Revolving Credit Facility and excluding amounts repurchased pursuant to Dutch Auctions); provided, that such percentage shall be required under this Section 2.05(b)(i) reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year covered by such financial statements is was less than 4.5:14.5:1.00 or 3.5:1.00, respectively.
(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i), (l), (n▇) or (ok)), ) or (y) any Casualty Event occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (x) and (y) results in the realization or receipt by Holdings, the Borrower or such and its Restricted Subsidiary Subsidiaries of Net Cash ProceedsProceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the same fiscal year of the Borrower, would result in the realization or receipt by Holdings, the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $5,000,000, the Borrower shall cause (1) give written notice to be prepaid the Administrative Agent thereof on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (other than Excluded Net Cash Proceeds2) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion Business Days of such Net Cash Proceeds that receipt thereof by Holdings, the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Restricted Subsidiary.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31September 30, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that 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 Leverage Ratio 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 is was less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount 4.75:1.00 but greater than or equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements 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 Leverage Ratio 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 is was less than 4.5:13.75:1.
(ii) (A) If (x) Holdings, the Borrower or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (oj)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
Appears in 1 contract
Mandatory. (i) Within Subject to the last paragraph in this Section 2.03(b), within five (5) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall Borrowers shall, subject to clauses (v) and (vi) of this Section 2.03, prepay, or cause to be prepaid the Term prepaid, an aggregate principal amount of Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during made pursuant to Section 2.03(a)(i) or Section 2.03(a)(iv) (in an amount, in the case of prepayments pursuant to Section 2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such fiscal year Loans and only to the extent that such Loans have been cancelled) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year loans under any constituting Senior Lien Obligations or that is secured on an equal priority basis with the Obligations (in each case, to the extent accompanied by a permanent reduction in the Revolving Credit Commitments are permanently reduced by the amount of such paymentscorresponding revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and in each case to the extent such prepayments are not funded with the proceeds of IndebtednessFunded Debt (other than any Indebtedness under any revolving credit facilities); provided that (x) the ECF Percentage shall be 25% if the Total Secured Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was (A) prior to the Delayed Draw Funding Date, less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount or equal to 25% of Excess Cash Flow for 6.00 to 1.00 and greater than 5.50 to 1.00 or (B) on and after the fiscal year covered by such financial statements Delayed Draw Funding Date, less than or equal to 4.75 to 1.00 and no payment of any Loans greater than 4.25 to 1.00, and (y) the ECF Percentage shall be required under this Section 2.05(b)(i) 0% if the Total Secured Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements is was less than 4.5:1or equal to (1) prior to the Delayed Draw Funding Date, 5.50 to 1.00 or (2) on and after the Delayed Draw Funding Date, 4.25 to 1.00.
(ii) Subject to the last paragraph in this Section 2.03(b), (A) If (x) the Holdings, any Borrower or any Restricted Subsidiary Disposes of any property or assets (other than (X) any Disposition of any property or assets permitted by Section 7.05(a), (bSection 7.05(b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any to Holdings, a Borrower or a Restricted Subsidiary to that is a Loan PartyGuarantor), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (ot))) and (Y) until the Senior Lien Termination Date, any Disposition of Collateral) or (y) any Casualty Event (other than with respect to the Collateral until the Senior Lien Termination Date) occurs, which in the aggregate results in the realization or receipt by the Holdings, a Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower Borrowers shall prepay, or cause to be prepaid prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings, such Borrower or such Restricted Subsidiary of such Net Cash Proceeds Term Proceeds, subject to clause (B) of this Section 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 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, Holdings, any Borrower (or any Restricted Subsidiary) is required to offer to repurchase any Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, in each case, that is secured on an equal priority basis with the Obligations (or any other than Excluded Indebtedness constituting Equal Priority Obligations or in the case of the foregoing, any Refinancing Indebtedness in respect thereof that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness and other Indebtedness secured on an equal priority basis with the Obligations (or such Refinancing Indebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Holdings, any Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds) receivedProceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii)(A) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided further, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.03(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Representative shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing2.03(b)(ii)(B);.
Appears in 1 contract
Sources: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
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 Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to 50% of the amount of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied as follows: first, subject to subsection (5c) Business Days after financial statements have been delivered below, ratably to the Term A Facility, the Term B 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 (vi) below.
(ii) The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Parent or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any 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 6.01(a5.02(e), (B) the incurrence or issuance by the Parent or any of its Subsidiaries of any Debt (other than any Debt permitted by Section 5.02(b) as of the date hereof), (C) 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 related Compliance Certificate has been delivered pursuant to Section 6.02(baccount of the Parent or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Borrower shall cause to be prepaid Advances comprising part of the Term Loans same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to (Ax) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), Net Cash Proceeds received pursuant to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) clause (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (nB) or (o)), or (yD) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceedsabove, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt amount of such Net Cash Proceeds Term Loans and (y) in an amount equal to 100% the case of all Net Cash Proceeds received pursuant to clause (other than Excluded C) above, 50% of the amount of such Net Cash Proceeds) received; provided that no such prepayment shall . To the extent Net Cash Proceeds are not required to be required applied pursuant to this Section 2.05(b)(ii)(A2.06(b)(ii) with respect to such 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 (vi) below.
(iii) The Borrower shall haveshall, on or prior 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 dateBusiness Day.
(iv) The Borrower shall, given written notice 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 its intent all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) The Borrower shall pay to reinvest the Administrative Agent, on the first day of each Clean-Down Period, an amount equal to the amount by which the aggregate principal amount of the Working Capital Advances, the Letter of Credit Advances and the Swing Line Advances plus the aggregate Available Amount of outstanding Letters of Credit exceeds $35,000,000, first to be applied to prepay the Working Capital Advances and the Letter of Credit Advances and second to be deposited in accordance the L/C Cash Collateral Account.
(vi) Prepayments of the Working Capital Facility made pursuant to clause (i), (ii), (iii) or (v) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i) or (ii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrower 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 funds shall be applied to reimburse the relevant Issuing Bank or Working Capital Lenders, as applicable.
(vii) All prepayments under this subsection (b) shall be made together with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event accrued interest to the date of Default has occurred and is then continuing);such prepayment on the principal amount prepaid.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered deliv ered pursuant to Section 6.01(a) (commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid the an aggregate principal amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year and (iipursuant to Section 2.05(a)(v) all voluntary prepayments of Revolving Credit Loans during such fiscal year or Section 10.07(1), in an amount equal to the extent discounted amount actually paid in respect of the Revolving Credit Commitments are permanently reduced by the principal amount of such paymentsTerm Loans, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.dur -70-
(ii) (A) If (x1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property proper ty or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇) (except as set forth in the case of clause (d)(i) proviso thereof and except to the extent constituting a Disposition by any Restricted Subsidiary such prop I erty is subject to a Loan Party), (e), (g), (h), (i), (lMortgage), (n) or ), (o), (p), ( or (t), or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Sub sidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% 10000 of all such Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase or to prepay 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 Appli cable 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 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 Ap plicable Indebtedness pursuant to the terms thereof; and the remaining amount, if any, of such net 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 2.05(b)(ii)(ASec tion 2.05(b)(ii) with respect shall be reduced accordingly; provided,further, that to the extent the holders of Other Ap plicable Indebtedness decline to have such portion 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 Net Cash Proceeds rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(iii) Jf the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (A) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness, the Borrower shall have, cause to be prepaid an aggre gate principal amount of Term Loans in an amount equal to 1000o of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such date, given written notice to the Administrative Agent Restricted Subsidiary of its intent to reinvest in accordance with Section 2.05(b)(ii)(Bsuch Net Proceeds.
(iv) (which notice may only be provided if no Event of Default has occurred and is then continuing);[Reservedi.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(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 the 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 “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31September 30, 20072009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that the ECF Percentage shall be 25% if the Total Senior Secured Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than 4.5:1or equal to 2.0 to 1.0.
(ii) (A) If (x) the Parent Borrower or any of the Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any a Restricted Subsidiary to that is not a Loan PartyParty or a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (e), (g), (h), (ik), (l), (m), (n) or (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower (on its behalf and on behalf of the Co-Borrower in respect of Borrowings by the Co-Borrower) shall cause offer to be prepaid prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount (on a pro rata basis) equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) realized or received; provided that that, except as provided in Section 7.05(j)(iii), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);.
Appears in 1 contract
Sources: Credit Agreement (Axcan Intermediate Holdings Inc.)
Mandatory. Subject to the Intercreditor Agreement:
(i) Within Commencing with the fiscal year ending December 31, 2013, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term prepay an aggregate principal amount of Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements and no payment minus the amount of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as voluntary prepayments during such fiscal year of the last day of the fiscal year covered by such financial statements is less than 4.5:1Loans pursuant to Section 2.03(a).
(ii) (A) If (x) the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇) or (on)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three Business Days of receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (v) below); provided, however, that (x) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the Loan Parties or such Subsidiary in excess of $5,000,000 and (y) with respect any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is ten (10) Business Days of such Disposition), and so long as no Default shall have occurred and be continuing, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the date of the realization or receipt of such Net Cash Proceeds Term (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent), provided 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 2.03(b)(ii).
(iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by Holdings or such Subsidiary (other than Excluded such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries, and not otherwise provided for in clause (ii) or (iii) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ProceedsProceeds received therefrom within three Business Days of receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clause (v) receivedbelow); provided provided, however, that no (x) any such prepayment shall only be required pursuant to this Section 2.05(b)(ii)(Awith the aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the Loan Parties or such Subsidiary in excess of $5,000,000 and (y) with respect to such portion any proceeds of such Net Cash Proceeds that insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, given written notice condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, Holdings or such Subsidiary may apply within 12 months after the receipt of such cash proceeds (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the Administrative Agent prepayment of its intent the Loans as set forth in this Section 2.03(b)(iv).
(v) Each prepayment of Loans pursuant to reinvest the foregoing provisions of this Section 2.03(b) shall be applied ratably to the Facilities and to the next four (4) succeeding scheduled quarterly repayment installments thereof in accordance with Section 2.05(b)(ii)(Bdirect order of maturity and then applied to prepay the remaining installments of principal on the Loans (including the final installment) (which notice may only be provided if no Event of Default has occurred and is then continuing);on a pro rata basis.
Appears in 1 contract
Sources: Term B Loan Credit Agreement (Remy International, Inc.)
Mandatory. (i) Within five The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Term 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 6.01(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 the related Compliance Certificate has been delivered pursuant to Section 6.02(b(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 account of the Borrower shall cause to be prepaid or any of its Restricted Subsidiaries and not otherwise included in clause (A) or (B) above or subsection (iii) below, prepay an aggregate principal amount of the Term Loans 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 Senior Debt Ratio at such time is greater than or equal to 1.0:1.0, 50% of Excess such Net Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus Proceeds and (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Senior Debt Ratio as of the last day of the fiscal year covered by at such financial statements time is less than 5.25:11.0:1.0, 0% of such Net Cash Proceeds, provided, however, that for the purposes of calculating clause (iii)(A) above, the Borrower shall make prepayments be permitted to exclude an amount (the "EXCLUDED AMOUNT") from the Net Cash Proceeds of Loans in an aggregate amount equal such issuances of Equity Interests to 25% be used to fund Investments made or to be made pursuant to Section 5.02(f)(i) and (viii) ("PERMITTED INVESTMENTS") 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)(iup to (1) if the Total Leverage Senior Debt Ratio as 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 last day of Loan Documents are in effect and (2) if the fiscal year covered by such financial statements Senior Debt Ratio is equal to or less than 4.5:1.
(ii) (A) If (x) 1.5:1.0, $200,000,000 on a cumulative basis while the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a)Loan Documents are in effect, (b), (c), (d) (in the case of clause (d)(i) provided further that to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which Excluded Amount is ten (10) Business Days after the date not used within 90 days of the realization or receipt of such Net Cash Proceeds to fund Permitted Investments, 50% of such unused Excluded Amount shall be applied to prepay the Term Loans in Advances comprising part of the same Term Borrowings.
(iv) 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 100% the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Net Cash Proceeds Letters of Credit then outstanding exceeds (other than Excluded Net Cash ProceedsB) received; provided that no the lesser of the Revolving Credit Facility and the Loan Value of Eligible Collateral on such prepayment shall be required pursuant to this Section 2.05(b)(ii)(ABusiness Day.
(v) with respect to such portion of such Net Cash Proceeds that the The Borrower shall haveshall, on or prior to such dateeach Business Day, given written notice pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event all Letters of Default has occurred and is Credit then continuing);outstanding exceeds the Letter of Credit Facility on such Business Day.
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Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b6.02(a), the Borrower shall cause to be prepaid the an aggregate amount of Term Loans in an amount equal to (A) 50% the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.
(ii) (A) If (x1) the Borrower Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇), (▇) or (or)), ) or (y2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or such any Restricted Subsidiary of Net Cash Proceeds, the Borrower Holdings shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received.
(iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.
(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Proceeds (other than Excluded Net Cash Proceeds) receivedCollateralize the L/C Obligations in an aggregate amount equal to such excess; provided that no the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(v) [Reserved].
(vi) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied ratably to the principal installments of Term B Loans based on the amount of Term B Loans then outstanding and ratably to the principal installments of Term B Loans required pursuant to Section 2.07(b); and each such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice paid to the Administrative Agent of its intent to reinvest Lenders in accordance with their respective Pro Rata Shares, subject to clause (viii) of this Section 2.05(b)(ii)(B2.05(b). Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) (which notice may only shall be provided if no Event of Default has occurred and is then continuing);paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares.
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