Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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. (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment. (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b). (v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Amendment Agreement (CSC Holdings Inc), Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (Cablevision Systems Corp /Ny)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to permitted by Section 7.05(f) in Section 7.08(c)) or (B) suffers an Event excess of Loss, $500,000 in each casethe aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)promptly after, and so long as in no Default shall have occurred and event later than five Business Days after, receipt thereof by such Person (such prepayments to 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon an increase any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Revolving Credit Commitment Company or Term A-1 Loansany of its Subsidiaries, and not otherwise included in clause (i) or both, in accordance with (ii) of this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.142.05(b), the Company Borrowers shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to the date of such prepaymentbe applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Facility Commitments at such time, the Company 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; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viivi) Prepayments Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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, Obligations in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Minimum Collateral Amount”) 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 Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(b), (c), (d), (e) or (Bg)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as as, in each case, within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company 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 Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon an increase any Extraordinary Receipt received by or paid to or for the account of the Revolving Credit Commitment Borrower or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.04(b2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifthe Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, on fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any date on which a prepayment would otherwise cash proceeds not so applied shall be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be immediately applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 Loans as set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b)(v). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Gas Natural Inc.), Credit Agreement (Gas Natural Inc.)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (Ax) Disposes of any property (other than any deemed in a Disposition referred to in Section 7.08(c)) or (B) suffers constituting an Event of Loss, in each case, Asset Sale which results in the realization by such Person of Net Cash ProceedsProceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (ii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Aggregate Commitments at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). 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 L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin three (3) that have not been used Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrowers (as notified by the Company Lead Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three (3) Business Days of receipt thereof by the Company Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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 (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Revolving Credit Commitment Borrowers (as notified by the Lead Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof on a pro-rata basis andfirst, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment), third, to the Maturity Date installment and fourth, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,0001,000,000, the Company may defer Borrowers shall not be obligated to make such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedprepayment.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company 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.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrowers 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) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any other provisions of this Section 2.05(b), to the extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis.
Appears in 3 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the Company account of the Borrower or any of its Restricted Subject Subsidiaries (A) Disposes in respect of any its property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Lossassets, in each case, which results in after the realization by such Person first $20,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three Business Days after the date of receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(ivii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro-pro rata basis and, secondthereafter, to the Revolving Credit Facility in the manner set forth in clause (viiiii) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.04(b2.05(b), first, shall be applied ratably to the prepay L/C BorrowingsBorrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied ratably to the prepay Swing Line Loans outstanding Revolving Credit Loansat such time until all such Swing Line Loans are paid in full, and, third, shall be used applied to Cash Collateralize the remaining L/C Obligationsprepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountstime, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that Credit, which has been Cash Collateralized, the such funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iv) Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to the last day of an Interest Period, so long as no Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to be made.
Appears in 2 contracts
Sources: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)
Mandatory. Subject to Section 2.07(f), (i) If the Company if any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than (x) any deemed Disposition referred of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in Section 7.08(c)respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) or (B) suffers an Event of Loss, in each case, which that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant (to the proviso extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below, exceeds $50,000,000); provided, however, that, with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)realized, at the election of either the Company US Borrower or the European Borrower (as notified by the Company such Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash Proceedsdisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by or, if the Company in writing to Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the Administrative Agentdate of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately applied subject to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Mandatory. (i) If for any reason the Company Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(ii) If the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in under Section 7.08(c)7.05(g) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such use the Net Cash Proceeds whichto eliminate any Borrowing Base Deficiency resulting from such sale; provided that, in the aggregate with proceeds of any other Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth belowextent that (A) such proceeds are reinvested in replacement properties or assets, exceeds $50,000,000or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided, however, provided further that, with respect to the proceeds of any Casualty Event shall not constitute Net Cash Proceeds described to the extent that such proceeds are reinvested in this Section 2.04(b)(i)replacement properties or assets, at or other productive properties or assets, acquired by the election Borrower or a Guarantor of a kind then used or usable in the business of the Company applicable Person (as notified by with equal or greater aggregate Attributed Value) within 180 days from the Company to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)thereof.
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company 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 Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (iv) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility Total Outstandings made pursuant to this Section 2.04(b2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) [Reserved].
(ii) If (1) the Company Borrower or any Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred to in of any property or assets permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (n), (p), (q), (s) or (t)) or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by such Person the Borrower or a Subsidiary of the Borrower of Net Cash Proceeds, the Company Borrower shall prepaycause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of the Borrower of such Net Proceeds, immediately upon receipt thereof by such Personsubject 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 which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)received.
(iiiii) Upon If the incurrence or issuance by the Company Borrower or any Subsidiary of its Restricted Subsidiaries of the Borrower incurs or issues any Indebtedness (other than any Indebtedness expressly after the Closing Date not permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrower shall prepay cause to be prepaid 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 Company on or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary of the Borrower of such prepaymentNet Proceeds.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b)[Reserved].
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Outstanding Amount of Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations at any time exceed exceeds the aggregate Revolving Credit Facility at such timeCommitments then in effect, the Company Borrower shall immediately promptly prepay Revolving Credit Loans and L/C Borrowings Swing Line Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of ; provided that the Revolving Credit Facility made Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i2.05(b)(v) or (ii) of this Section 2.04(b), the amount remaining, if any, unless after the prepayment in full of all L/C Borrowings and the Revolving Credit Loans outstanding and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) (A) shall be applied ratably to each Class of Term Loans then outstanding, (B) shall be applied with respect to each such Class for which prepayments will be made to the scheduled installments of principal on a pro rata basis and (C) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share (or other applicable share provided by this Agreement) of each such Class of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) above, any Incremental Amendment or Extension Amendment may provide (including on an optional basis as elected by the Borrower) for a less than ratable application of prepayments to any Class of Term Loans established thereunder.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (iv) of this Section 2.05(b) at such time and least two (2) Business Days prior to the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts(unless otherwise agreed by the Administrative Agent). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
(viii) Notwithstanding any other provisions of this Section 2.05, cash collateralization amounts and remaining amount being, collectively(i) to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Reduction AmountForeign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the Company for applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use in commercially reasonable efforts to cause the ordinary course of its business. Upon applicable Foreign Subsidiary to promptly take all actions reasonably required by the drawing applicable local law to permit such repatriation), and once such repatriation of any Letter of Credit such affected Net Proceeds is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has been Cash Collateralizeddetermined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event attributable to Foreign Subsidiaries would have material adverse tax consequences (as determined in good faith by the Borrower) with respect to such Net Proceeds, the funds held as Cash Collateral shall such Net Proceeds so affected will not be required to be applied (without any further action to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableapplicable Foreign Subsidiary.
Appears in 2 contracts
Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Mandatory. (i) If The Net Cash Proceeds from the Company or any sale of its Restricted Subsidiaries (A) Disposes of any property Collateral (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclauses (i) or (ii) of the definition of Certain Permitted Dispositions) shall be applied to repay the Revolving Credit Advances (but not reduce the Revolving Credit Commitment).
(ii) Upon In each case the Net Cash Proceeds referred to in this subsection are not applied to repay advances under the Term Loan Facility, the Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) and sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness expressly Debt permitted to be incurred or issued pursuant to Section 7.125.02(b)) and (C) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), 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.
(iii) Upon an increase Advances comprising part of the Revolving Credit Commitment or Term A-1 Loans, or both, same Borrowings (with application to be made in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iiiv) of this Section 2.04(b2.06(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to the amount of such excessNet Cash Proceeds. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (v) below. For the avoidance of doubt, mandatory prepayments shall not permanently reduce the Commitments.
(viiiii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances (with application to be made in accordance with clause (v) of this Section 2.06(b)) in an amount equal to the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such Business Day.
(iv) The Borrowers, jointly and severally, agree to, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(bclause (i), first(ii), (iii) or (iv) above shall be first applied ratably to the L/C Borrowingsprepay Letter of Credit Advances then outstanding until such Advances are paid in full, secondsecond applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, shall be and third applied ratably to the outstanding prepay Revolving Credit Loans, and, third, shall be used to Cash Collateralize Advances then outstanding comprising part of the remaining L/C Obligationssame Borrowings until such Advances are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (iii) or (iiiii) of this Section 2.04(b)above, the amount remaining, remaining (if any, ) after the prepayment in full of all L/C Borrowings and Revolving Credit Loans the Advances then outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsamounts in respect of Revolving Credit Advances, cash collateralization amounts Letter of Credit Advances and Swing Line Advances, and remaining amount being, collectively, being referred to herein as the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrowers. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which 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 are on deposit in the L/C Issuer Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Mandatory. (i) If The Borrower shall, not later than three Business Days after the Company date of receipt of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from:
(A) Disposes the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any deemed Disposition referred property or assets expressly permitted to in Section 7.08(cbe sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e));
(B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.12clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the Company issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied
as a prepayment as provided herein, or (c) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom immediately upon receipt thereof in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Company Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Restricted Subsidiary.
Net Cash Proceeds in excess of $200,000,000; and (iiiz) Upon an increase 50% of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment amount of the Incremental Term Facility Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in accordance with Section 2.14subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds; provided however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Company shall immediately prepay, in full, the Outstanding Amount Borrower has a Leverage Ratio of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) less than 2.75:1.00. Each prepayment of Loans advances required to be made pursuant to the foregoing provisions of this Section 2.04(b) subclause (other than pursuant to clause (iii) of this Section 2.04(b)i) shall first be appliedapplied on a pro rata basis between the Term Facilities, first, ratably and with respect to each of Term Facility, applied on a pro rata basis against the Term Facilities and to the respective principal repayment installments thereof on a pro-rata basis andthereof, second, and thereafter applied to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b2.06(b).
(vii) Notwithstanding any The Borrower shall, on each Business Day, prepay an aggregate principal amount of the other provisions Revolving Credit Advances comprising part of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b)the same Borrowings, the aggregate Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount of Net into the L/C Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or Collateral Account equal to $50,000,000, the Company may defer such prepayment until amount by which (A) the first date on which sum of (1) the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the principal amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed Advances, Letter of Credit Advances and Swing Line Advances outstanding on such Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility at on such timeBusiness Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iii) The Borrower shall, on each Business Day, pay to the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize Administrative Agent for deposit into the L/C Obligations (other than Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Borrowings) in an aggregate amount Cash Collateral Account on such Business Day to equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after by which (A) the prepayment in full aggregate Available Amount of all L/C Borrowings and Revolving Letters of Credit Loans outstanding at on such time and Business Day exceeds (B) the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied Facility on such Business Day (without after giving effect to any further action by or notice permanent reduction thereof pursuant to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableSection 2.05 on such Business Day).
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Mandatory. (i) If If, at any time, the Company Total Outstandings at such time exceed the Maximum Revolving Credit, then, within one Business Day, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of Total Outstandings as of such date of payment to an amount less than or equal to the Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Maximum Revolving Credit above at such time.
(ii) At any time following the occurrence and during the continuation of a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of any Disposition of Collateral or any of its Restricted Subsidiaries (A) Disposes of any property Net Insurance/Condemnation Proceeds (other than any deemed Disposition referred to in (A) permitted by Section 7.08(c7.05(a), (b), (c), (d), (h) or (i), or (B) suffers an Event of Loss, in each case, which results in the realization by such Person ordinary course of Net Cash Proceedsbusiness of the Borrowers and their respective Subsidiaries), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, apply an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds whichor Net Insurance/Condemnation Proceeds, in the aggregate as applicable, received with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used respect thereto to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election outstanding principal amount of the Company (as notified by Loans and/or Cash Collateralize the Company outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or prior to the receipt of such Net Cash Insurance/Condemnation Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase Prepayments of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans Facilities made pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b2.06(b)) , shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, Swingline Loans or Protective Advances, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in .
(iv) In the case of prepayments of the Revolving Credit Facility Facilities required pursuant to clause (i) or (ii) of this Section 2.04(b2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans Loans, outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as in the L/C Cash Collateral Account shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)
Mandatory. (i) If the Company At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Restricted Subsidiaries (Aother than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e) or (Bh) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (v) below, exceeds $50,000,000); provided, however, thatthat (A) the first $15,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i)2.05(b)(i) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i), and (B) if a Default has occurred and is continuing at any time that a Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i).
(ii) Upon At any time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by the Company account of any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred Agway Subsidiaries or issued pursuant to Section 7.12Inactive Subsidiaries), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, and not otherwise included in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iiii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.2.05
Appears in 2 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(iany event within five Business Days, after the later of (A) that have not been used receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to not more than 5 days after receiving the receipt of such Net Cash ProceedsProceeds therefrom), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, Proceeds such reinvestment shall have been consummated completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as certified by such binding commitment is entered into within 12 months after the Company in writing receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the Administrative Agentnext succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not so reinvested applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied ratably to each of the Term Facilities A Loans then outstanding and to the principal repayment installments thereof on a pro-rata basis and, second, to as directed by the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Borrower.
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (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 prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartyBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepayprepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000150,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, 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 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.15), the Company Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.04(b)(i) shall be applied, first, ratably to each of the Term Facilities A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of a Significant Company, but subject to Section 2.04(b)(vii), the Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the relevant L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Incremental Term Loans held by such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Incremental Term Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).
Appears in 2 contracts
Sources: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If The Borrower shall, not later than three Business Days after the Company date of receipt of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from:
(A) Disposes the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any deemed Disposition referred property or assets expressly permitted to in Section 7.08(cbe sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e));
(B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.12clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the Company issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom immediately upon receipt thereof in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Company Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Restricted Subsidiary.
Net Cash Proceeds in excess of $200,000,000; and (iiiz) Upon an increase 50% of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment amount of the Incremental Term Facility Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in accordance with Section 2.14subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Company shall immediately prepay, in full, the Outstanding Amount Borrower has a Leverage Ratio of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) less than 2.75:1.00. Each prepayment of Loans advances required to be made pursuant to the foregoing provisions of this Section 2.04(b) subclause (other than pursuant to clause (iii) of this Section 2.04(b)i) shall first be appliedapplied on a pro rata basis between the Term Facilities, first, ratably and with respect to each of Term Facility, applied on a pro rata basis against the Term Facilities and to the respective principal repayment installments thereof on a pro-rata basis andthereof, second, and thereafter applied to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b2.06(b).
(vii) Notwithstanding any The Borrower shall, on each Business Day, prepay an aggregate principal amount of the other provisions Revolving Credit Advances comprising part of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b)the same Borrowings, the aggregate Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount of Net into the L/C Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or Collateral Account equal to $50,000,000, the Company may defer such prepayment until amount by which (A) the first date on which sum of (1) the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the principal amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed Advances, Letter of Credit Advances and Swing Line Advances outstanding on such Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility at on such timeBusiness Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iii) The Borrower shall, on each Business Day, pay to the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize Administrative Agent for deposit into the L/C Obligations (other than Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C BorrowingsCash Collateral Account on such Business Day to equal the amount by which (A) in an the aggregate amount equal 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 excessBusiness Day).
(viiiv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.04(b2.06(b), first, shall be applied ratably to the L/C Borrowingsprepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied ratably to the prepay Swing Line Advances outstanding Revolving Credit Loans, andat such time until all such Swing Line Advances are paid in full, third, shall be used applied to Cash Collateralize prepay Revolving Credit Advances comprising part of the remaining same Borrowings and outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C ObligationsCash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans Advances outstanding at such time and the Cash Collateralization 100% cash collateralization of the remaining L/C Obligations in full aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Letter of Credit Facility shall be automatically and permanently reduced as set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, for which funds are on deposit in the funds held as L/C Cash Collateral Account, such funds shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer Issuing Bank or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.5(a), (b), (c), (d), (f), (g) or (Bh)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds (in excess of $20,000,000 in the aggregate in any fiscal year unless an Event of Default has occurred and is continuing at the time of such Disposition in which case no Net Cash Proceeds shall be excluded from the mandatory prepayment requirements of this clause (i)), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used within 10 Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (vi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.6(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets property useful to its business so long as the Borrower or such Subsidiary has consummated such purchase or entered into a binding contract with respect to such purchase within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such binding contract or so reinvested shall be immediately applied within 10 Business Days after such period to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.6(b)(i).
(ii) Upon the incurrence sale or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness of its Capital Stock (other than Excluded Issuances and any Indebtedness expressly permitted sales or issuances of Capital Stock to another Group Member) at any time while an Event of Default shall have occurred and be incurred or issued pursuant to Section 7.12)continuing, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within 10 Business Days of receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon an increase the incurrence or issuance by the Borrower or any of the Revolving Credit Commitment its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or Term A-1 Loans, or both, in accordance with issued pursuant to Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.147.2), the Company Borrower shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to the date of such prepaymentbe applied as set forth in clause (vi) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries at any time while an Event of Default shall have occurred and be continuing, and such Extraordinary Receipt is not otherwise included in clause (i), (ii) or (iii) of this Section 2.6(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(v) Upon the occurrence of any 2007 Convertible Notes Maturity Condition, the Borrower on November 21, 2011 shall prepay in full all of the Loans and all other amounts owing under this Agreement and under any of the other Loan Documents and the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to 105% of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit.
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.6(b)(i) through (other than pursuant to clause (iiiiv) of this Section 2.04(b)) above shall be applied, first, applied ratably to each of the Term Facilities Loan Facility and to the principal repayment installments thereof on a pro-rata basis and, second, basis.
(vii) Each prepayment of Loans pursuant to the provision of Section 2.6(v) above shall be applied first to the Term Loans and then to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), follows: first, shall be applied ratably to the L/C BorrowingsReimbursement Obligations and the Swingline Obligations, 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 shall be automatically and permanently reduced to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business-0-. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer Issuing Lender or the Revolving Credit Lenders, as applicable.
(viii) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay the Revolving Loans and Reimbursement Obligations in an amount equal to such excess.
Appears in 2 contracts
Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Mandatory. (i) Within five 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) (such payment date, the “Excess Cash Flow Payment Date”), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below).
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (f), (i) or (Bj)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $5,000,000, individually or in the aggregate during any Fiscal Year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, that are in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used excess of $5,000,000 immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (as certified by the Company 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 2.04(b)(i2.05(b)(ii); provided further that Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement.
(iiiii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted their Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.127.02(n)(ii) and Sections 7.02 (o) – (v)), the Company Borrowers 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 such Loan Party or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (iv) Upon an increase below); provided that any prepayment of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Loans pursuant to this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company 2.05(b)(iii) shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest be made at a premium if and to the date of such prepaymentextent required by Section 2.05(e).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.05(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, each Series of Term Loans and shall be applied ratably to the outstanding Revolving Credit LoansTerm B Repayment Amounts and New Term Loan Repayment Amounts, andas the case may be, thirdon a pro rata basis, and each such prepayment shall be used paid to Cash Collateralize the remaining L/C Obligations; and, Lenders in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum accordance with their respective Applicable Percentages of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. 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 L/C Issuer or the Revolving Credit Lenders, as applicableSeries.
Appears in 2 contracts
Sources: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Mandatory. (i) If The Borrower shall from time to time prepay the Company or Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any of its Restricted Subsidiaries (A) Disposes of any property (other time exceed the Commitments then in effect; provided that, to the extent such excess amount is greater than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Revolving Loans equal outstanding immediately prior to 100% the application of such Net Cash Proceeds whichprepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the aggregate with any other Net Cash Proceeds Collateral Account as cover for Letter of Credit Usage, as more particularly described in this Section 2.04(b)(i2.04(l), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount.
(ii) To the extent the Financial Covenants set forth in Section 8.01(b) and/or Section 8.01(c) are not satisfied as of any Measurement Date as set forth in any Compliance Certificate delivered in accordance with Section 6.02(a), the Borrower shall prepay the Revolving Loans in accordance with clause (iii) below within ten (10) Business Days of the date of delivery of such Compliance Certificate to the extent necessary such that have not been used the Financial Covenants set forth in Section 8.01(b) and/or Section 8.01(c) would, if recalculated to prepay give Pro Forma Effect to such repayment, be satisfied as of such Measurement Date (or, if less, the remaining outstanding principal balance of the Facility) and, as long as such payment is made as of such date, no Default or Event of Default shall occur in respect of such breach.
(iii) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Loans pursuant to this Section 2.04(b)(i2.07(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), 2.07(b)(ii) by 11:00 a.m. at the election of the Company (as notified by the Company to the Administrative Agent on or least three Business Days prior to the receipt date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 2.07(b)(i) or Section 2.07(b)(ii) (a “Prepayment Date”). Once given, such notice shall be irrevocable (provided that the Borrower may rescind any notice of prepayment if such Net Cash Proceeds), and so long as no Default shall prepayment would have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest resulted from a refinancing of all or any portion of the Facility or been made in connection with a Disposition, which refinancing or Disposition shall not be consummated or shall otherwise be delayed) and all amounts subject to such Net Cash Proceeds notice shall be due and payable on the Prepayment Date (except as otherwise provided in operating assets so long as within 365 days after the last sentence of this Section 2.07(b)(iii)). Upon receipt by the Administrative Agent of such Net Cash Proceedsnotice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such reinvestment shall have been consummated ▇▇▇▇▇▇’s Pro Rata Share of the prepayment. Each Lender may elect (as certified in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment by the Company giving notice of such election in writing to the Administrative Agent); and provided furtherAgent by 11:00 a.m., however, on the date that any Net Cash Proceeds not so reinvested shall be immediately applied is one Business Day prior to such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the prepayment of Administrative Agent within the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or time frame specified above, any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall failure will be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b)constitute an acceptance of such ▇▇▇▇▇▇’s Pro Rata Share of the total amount of such mandatory prepayment of Loans. Upon receipt by the occurrence Administrative Agent of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral periodnotice, the Company Administrative Agent shall immediately prepay notify the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum Borrower of such prepayment amounts, cash collateralization amounts and remaining election. Any amount being, collectively, the “Reduction Amount”) may so declined by any Lender shall be retained by the Company for use in Borrower and the ordinary course of its business. Upon Restricted Subsidiaries and/or applied by 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 Borrower or any other Loan Party) to reimburse of the L/C Issuer or Restricted Subsidiaries in any manner not inconsistent with the Revolving Credit Lenders, as applicableterms of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Hornbeck Offshore Services Inc /La), Credit Agreement (Hornbeck Offshore Services Inc /La)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below.
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such reinvestment purchase shall have been consummated (as certified by the Company 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 in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)Debt Issuance, the Company 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 Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) Upon or (iv) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 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 (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be appliedapplied in the following order, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date, and thereafter, on a pro-rata basis andamong the remaining payments to be made on each remaining Term Loan Repayment Date, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amountsthird, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence Collateralize outstanding Letters of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedCredit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ), (ii), (iii), or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Mandatory. (i) If the Company US Borrower or any of its Restricted Subsidiaries (A) Subsidiary Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c7.05(f), 7.05(g) or (B7.05(h) suffers an Event or any property that is not permitted to be Disposed of Lossby the Loan Documents, in each case, which Disposition results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or if less, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iOutstanding Amount of the Term Loans) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (ii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company US Borrower (as notified by the Company US Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 365 270 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company US Borrower in writing to the Administrative Agent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as a permitted application of such Net Cash Proceeds so long as such Net Cash Proceeds shall have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any Each prepayment of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued Term Loans pursuant to Section 7.12), 2.05(b)(i) shall be applied ratably to 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 SubsidiaryTerm Aggregate Commitments.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit Facility Aggregate Commitments and (B) the Revolving Credit Availability Amount at such time, the Company 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.
(vii) Prepayments of the Revolving Credit Facility made pursuant . The Administrative Agent may, at any time and from time to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum initial deposit of such prepayment amountsCash Collateral, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit request that has been Cash Collateralized, the funds held as additional Cash Collateral shall be applied (without any further action by or notice provided in order to or from protect against the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableresults of exchange rate fluctuations.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (USD Partners LP)
Mandatory. (i) [reserved].
(ii) If (x) the Company Borrower or any Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred to in Section 7.08(cof any property or assets permitted by Sections 7.05(a), (b), (d), (e), (g), (h), (i), (k), (l) or (Bp)), or (y) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by such Person the Borrower or Subsidiary of Net Cash Proceeds, the Company Borrower shall prepaycause to be offered to be prepaid in accordance with clause (b)(x) below, immediately upon on or prior to the date which is ten (10) Business Days after the date of the realization or receipt thereof by the Borrower or any Subsidiary of such PersonNet Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)received.
(iiiii) Upon [reserved].
(iv) If the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of Subsidiary incurs or issues any Indebtedness after the Closing Date (other than any Indebtedness expressly permitted to be incurred or issued pursuant to not prohibited under Section 7.127.03), the Company Borrower shall prepay 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 Cash Proceeds received therefrom immediately upon receipt thereof by the Company on or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b)Net Proceeds.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Revolving Credit Outstandings Exposures at any time exceed exceeds the aggregate Revolving Credit Facility at such timeCommitments 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 Company Borrower shall immediately promptly prepay or cause to be promptly prepaid Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments Except with respect to Loans incurred in connection with any 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 the Revolving Credit Facility made Term Loans pursuant to this Section 2.04(b), first, 2.05(b) shall be applied ratably to the L/C Borrowings, second, shall each Class of Term Loans then outstanding (provided that any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be applied ratably prepaid prior to the outstanding Revolving Credit such Class of Incremental Term Loans); (B) with respect to each Class of Term 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 each prepayment pursuant to clause clauses (i) or through (iiiv) of this Section 2.04(b), 2.05(b) shall be applied to the amount remaining, if any, after scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in full direct order of all L/C Borrowings maturity; and Revolving Credit (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 outstanding required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such time and prepayment. Each such notice shall specify the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining provide a reasonably detailed calculation of the amount being, collectively, of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the “Reduction Amount”) may be retained by contents of the Company for use in Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepayment.
Appears in 2 contracts
Sources: Credit Agreement (Red Lion Hotels CORP), Credit Agreement (Red Lion Hotels CORP)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than including any deemed Disposition referred to Equity Interest in any Person) in accordance with and permitted by Section 7.08(c7.02(b), (d) or (Bf) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified received by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing prepayments to the Administrative Agent); be made and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (b)(iv) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any unsecured Indebtedness (other than any and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case pursuant to Section 7.12)a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the Company Borrower shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted SubsidiarySubsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, issuance by the Company shall immediately prepay, in full, or any of its Subsidiaries of any of its Capital Stock after the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) Amendment No. 3 Closing Date (other than pursuant to clause (iii) any issuance of this Section 2.04(bCapital Stock in connection with employee benefit arrangements)) , the Borrower shall be applied, first, ratably to each prepay an aggregate principal amount of the Term Facilities Loans and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth other Indebtedness as provided in clause (viib)(iv) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or below equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below).
(iv) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, that are or may be required to be applied in prepayment of the Loans and other amountsIndebtedness pursuant to clauses (b)(i), (b)(ii) and (b)(iii) above and clause (b)(v) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay or cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans outstanding hereunder, (b) Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that (x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be used to prepay and, as applicable, that are cash collateralize Loans under this Agreement, Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (y) any portion of such proceeds allocated to lenders under the Existing 2013 Revolving Credit Agreement or to lenders under the Existing 2015 Revolving Credit Agreement which exceeds the Applicable Outstandings (under and as defined in the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, respectively) as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”.
(v) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (b)(iv) above); provided that, if, prior to the date any such prepayment is required to be applied made, the Company notifies the Administrative Agent of its intention to prepay Loans reinvest all or any portion of the Net Insurance/Condemnation Proceeds in assets used or useful in the business (other than cash or Cash Equivalents) of the Company or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)b)(v) but which in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not previously been so appliedreinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vi) If for any reason Upon consummation of the Total Revolving Credit Outstandings at any time exceed Hydra Transaction, (A) the Revolving Credit Facility at such timeunpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Company shall immediately prepay Revolving Credit Loans Loan Documents and L/C Borrowings and/or Cash Collateralize the L/C all other Obligations (other than the L/C Borrowingscontingent indemnification obligations for which no claim has been made) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)shall automatically become due and payable, first, and shall be applied ratably immediately repaid in full in cash and (B) the commitment of each Lender to the L/C Borrowings, second, make Loans shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableautomatically terminated.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a) through (f)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 10075% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin one (1) that have not been used Business Day after receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); provided, further, however, that if the Borrower shall notify the Administrative Agent on or prior to the date 180 days after receipt of such Net Cash Proceeds that the Borrower (directly or indirectly through one of its Subsidiaries) intends and provided expects to reinvest all or a specified portion of such Net Cash Proceeds in operating assets useful in its or one of its Subsidiaries’ businesses after such 180th day but within 360 days after receipt of such Net Cash Proceeds, then such period of time to consummate such purchase shall be extended to such 360th day; and provided, further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested within any such designated time period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided that for this clause (ii), no amounts received by the Borrower from (x) the issuance of stock to any employee stock purchase plan in effect on the date of this Agreement or (y) the exercise of stock options on the Borrower’s common stock, shall give rise to a mandatory prepayment obligation.
(iii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within one (1) Business Day after receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow.
(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 prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iv).
(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and applied 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 (vii) inverse order of this Section 2.04(b)maturity.
(vvi) Notwithstanding any of the other provisions of clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or and no Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $50,000,0001,000,000, the Company 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), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Term Loans exceeds $50,000,0001,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under under
Section 8.01(b), Section 8.01(g8.01 (a) or Section 8.01(h8.01(f), or an any Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Cnet Networks Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepayprepay (or, in the case of the Term B Loan or Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Term B Loans or Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Operating Company or substantially all the assets of any Operating Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided furtherprovided, 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 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.15), the Company Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.04(b)(i) shall be applied, first, ratably to each of the Term Facilities A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of an Operating Company, but subject to Section 2.04(b)(vii), the Term B Facility and Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Term B Loans or Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Term B Loans of the amount of such Term B Lender’s Applicable Percentage of such Waivable Prepayment and such Term B Lender’s option to refuse such amount. Each such Term B Lender may exercise such option to refuse such amount by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Term B Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term B Loans held by such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term B Loans in accordance with Section 2.06(b)), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Term B Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If the Company any Credit Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cexpressly permitted by Subsections 7.05(a) through (i) and (k)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iv) and (vi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Credit Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 365 180 days after the receipt of such Net Cash Proceeds, (A) such reinvestment purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent)) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the date of such agreement shall have been entered into; and provided further, however, that any Net Cash Proceeds not (1) so reinvested shall or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Company Partnership or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.12the Partnership’s Long Term Incentive Plan), the Company Borrowers 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 Partnership or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the Revolving proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Commitment Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or Term A-1 Loansprior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iii) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or bothreimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (iv) and (vi) below), and provided further, that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b)(i) shall be applied, first, ratably to each the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the Term Facilities and amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, second, to the extent any such Acquisition Loans are paid in full, any such amounts shall be applied pro rata among all other outstanding Acquisition Loans until paid in full, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the principal repayment installments thereof on in inverse order of maturity, and third, to the outstanding Revolving Loans. Each prepayment of Loans pursuant to Section 2.05(b)(ii) or (iii) shall be applied, first, to the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a pro-rata basis Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, to the Revolving Credit Facility extent any such Acquisition Loans are paid in full, any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the manner set forth principal repayment installments thereof in clause (vii) inverse order of this Section 2.04(b)maturity.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the Company 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) and Swing Line Loans in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 ObligationsObligations and Swing Line Loans; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations and Swing Line Loans in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableapplicable and upon nonpayment of a Swing Line Loan in accordance with the terms hereof, funds on deposit as Cash Collateral for Swing Line Loans shall be applied to repay and reimburse the Swing Line Lender.
Appears in 1 contract
Mandatory. (i) If the Company Upon any sale, transfer or other disposition of any Assets by AYE or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of LossRegulated Subsidiary, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company AYE shall prepay an aggregate principal amount of Loans the Advances equal to 10075% of all the Net Cash Proceeds received therefrom immediately promptly upon receipt thereof by the Company AYE or such Restricted Regulated Subsidiary.
; provided that the foregoing shall not apply to (i) any sale, transfer or other disposition of any Asset of AYE or any Regulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), 5.02(e)(vii), 5.02(e)(viii), 5.02(e)(x) or 5.02(e)(xiii), (ii) any sale, transfer or other disposition of Equity Interests in, or Assets of, Mountaineer Gas and, if sold, transferred or otherwise disposed of in the same transaction involving the sale, transfer or other disposition of Equity Interests in, or Assets of, Mountaineer Gas, certain other natural gas distribution Assets owned by MPC, (iii) Upon any issuance of any Equity Interest (including any capital contribution) by AYE or any of its Regulated Subsidiaries permitted under Sections 5.02(e)(xi) or 5.02(e)(xii), or (iv) any sale, transfer or other disposition of Assets of less than $2,000,000 individually or $10,000,000 in the aggregate in any fiscal year; provided, further, notwithstanding the foregoing, AYE and its Regulated Subsidiaries shall be entitled to retain the first $100,000,000 of Net Cash Proceeds from any other sale, transfer or other disposition in respect of any of the Assets of AYE or its Regulated Subsidiaries received by AYE and its Regulated Subsidiaries in the aggregate plus an increase amount equal to (A) the aggregate principal amount of the Term Facility optionally prepaid by AYE pursuant to Section 2.06(a) and (B) the aggregate amount of any optional prepayment of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.06(a) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities if and to the principal repayment installments thereof on a pro-rata basis and, second, to extent the Revolving Credit Facility Commitments are terminated by AYE concurrently with such prepayment by AYE pursuant to Section 2.05(a)), in the manner set forth in clause case of clauses (viiA) of this Section 2.04(b).
and (vB) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b)above, so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until was funded with the first date on which the aggregate amount proceeds of Net Cash Proceeds any sale, transfer or other amounts otherwise required under clause (i) or (ii) disposition of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all any Asset by AYE 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are Regulated Subsidiary not otherwise required to be applied to mandatorily prepay Loans under the Advances in accordance with this Section 2.04(b) (without giving effect 2.06(b), and shall not be required to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timerepay Term Advances, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or or Revolving Advances or Cash Collateralize L/C Obligations pursuant to this Section 2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied first, to repay Term Advances outstanding at such time until all such Term Advances are paid in full or, if the Net Cash Proceeds arising from such sale, transfer or other disposition of Assets occurs prior to the Term Borrowing, to permanently reduce the Term Commitments, second, to repay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, third, to repay Revolving Advances outstanding at such time until all such Revolving Advances are paid in full, fourth, to Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization cancellation of Term Commitments and Cash Collateralization amounts and remaining amount being, collectively, being the “"Reduction Amount”) 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 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 L/C Issuer or the Revolving Credit Lenders, as applicable").
Appears in 1 contract
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any Disposition deemed Disposition referred to in have resulted from a redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary under Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,00075,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis (except as otherwise provided in clause (vii) of this Section 2.04(b)) and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,00075,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.this
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed a Disposition referred pursuant to in Section 7.08(c)7.05(b) or (Bd)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds whichimmediately upon receipt thereof by the Borrower or promptly upon receipt thereof by such Subsidiary (and, in any event, within five (5) Business Days), as the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used case may be, (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth below, exceeds $50,000,000in Section 2.03(c)); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 shall not be required to be so long as within 365 days after applied until the receipt aggregate amount of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied derived from all such Dispositions is equal to the prepayment of the Loans as set forth or greater than US$10,000,000 (or its equivalent in this Section 2.04(b)(iany other currency).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests, including the issuance of any Equity Interest upon the conversion or exchange of any security constituting debt that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 2.03(c)).
(iii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02 and the Colombian Peso Takeout Facility), the Company 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 Company Borrower or promptly upon receipt thereof by such Restricted Subsidiary.
Subsidiary (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or bothand, in accordance with any event, within five (5) Business Days), as the case may be, (such prepayments to be applied as set forth in Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment2.03(c)).
(iv) Each prepayment Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of the Colombian Peso Takeout Facility, the Borrower shall prepay an aggregate principal amount of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount 100% of all Net Cash Proceeds received by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clause Section 2.03(c)).
(v) Upon any Extraordinary Receipts received by or paid to or for the account of the Borrower or any of its Subsidiaries, and other amountsnot otherwise included in clauses (i), (ii) or (iv) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Extraordinary Receipts received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as applicableset forth in Section 2.03(c)); provided, that are however, that, such Extraordinary Receipts shall not be required to be so applied until the aggregate amount of all Extraordinary Receipts is equal to prepay Loans under this Section 2.04(bor greater than US$10,000,000 (or its equivalent in any other currency) or if any such Extraordinary Receipts have been reinvested within twelve (without giving effect 12) months of receipt thereof in long-term productive assets of the general type used in the business of the Loan Parties (or for which a binding written commitment to reinvest in long-term productive assets within twelve (12) months of the date of such commitment has been entered into within the four-month period following such Extraordinary Receipts). The Borrower shall deliver a certificate signed by a Responsible Officer to the first and second sentences Administrative Agent if it elects to apply Extraordinary Receipts to be reinvested, setting forth in reasonable detail the proposed uses of this clause (vsuch Extraordinary Receipts. Notwithstanding anything else herein to the contrary, if any prepayment of Loans, other than a prepayment under Section 2.03(b)(ii)) but which have not previously been so applied.
(vi) If for any reason , would cause the Total Revolving Credit Outstandings at any time exceed outstanding principal amount of the Revolving Credit Facility at such timeLoans to be less than $300,000,000, the Company Borrower shall immediately concurrently with such prepayment, prepay Revolving Credit the entire principal amount of Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made then outstanding. In connection with any prepayment pursuant to this Section 2.04(b)2.03, first, the Borrower shall be applied ratably notify the Administrative Agent in writing of such event and the date of such repayment at least three (3) Business Days prior to the L/C Borrowings, second, such repayment date (which notice shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, provide instructions in the case respect of prepayments of the Revolving Credit Facility required pursuant to application under clause (ic) or (ii) of this Section 2.04(bbelow), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
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Mandatory. (i) If Upon the Company Disposition by the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(b), (c), (d), (e) or (Bf)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) and so long as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is 2.50 to 1.00 or greater as of the fiscal quarter most recently ended prior to the receipt of such Net Cash Proceeds from the issuance of such 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 the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vii) below).
(iii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company 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 Company Borrower or such Restricted Subsidiary.
Subsidiary (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest such prepayments to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (vii) of this Section 2.04(bbelow).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
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Mandatory. Subject to the Intercreditor Agreement:
(i) Commencing with the fiscal year ending December 31, 2011, within five 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 prepay an aggregate principal amount of Loans equal to the excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements.
(ii) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (Bm)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used within three Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, 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 to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.03(b)(ii), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days 12 months after the receipt of such Net Cash ProceedsProceeds (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt), such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and , provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.03(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three Business Days of receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) Upon of this Section 2.03(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that (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 Revolving Credit Commitment Borrower or Term A-1 Loanssuch Borrower in excess of $5,000,000 and (y) with respect to any proceeds of insurance, condemnation awards (or bothpayments in lieu thereof) or indemnity payments, in accordance with Section 2.13 or upon at the establishment election of the Incremental Term Facility in accordance with Section 2.14, Borrower (as notified by the Company shall immediately prepay, in full, Borrower to the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest Administrative Agent on or prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 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 prepayment of the Loans as set forth in this Section 2.03(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.03(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably Facilities and to the outstanding Revolving Credit Loans, and, third, shall be used next four (4) succeeding scheduled quarterly repayment installments thereof in direct order of maturity and then applied to Cash Collateralize prepay the remaining L/C Obligations; and, in installments of principal on the case of prepayments of Loans (including the Revolving Credit Facility required pursuant to clause (ifinal installment) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableon a pro rata basis.
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Sources: Term B Loan Credit Agreement (Remy International, Inc.)
Mandatory. (i) [Reserved];
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (Bp) suffers an Event of Loss, in each case, or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin five (5) that have not been used Business Days receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 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 reinvestment 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 Company 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 2.04(b)(i2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers 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 such Loan Party or such Restricted SubsidiarySubsidiary (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), AmericasActive:19597686.5 (iii) Upon or (iv) of this Section 2.05(b), the Borrowers shall prepay an increase 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 Revolving Credit Commitment Borrowers (as notified by the Borrowers to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the next four (4) principal repayment installments thereof 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-pro rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments 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 Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) 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 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 is permitted under the applicable local law, an amount equal to such Net Cash Proceeds 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 Revolving Credit Facility made Loans pursuant to this Section 2.04(b), first, shall be applied ratably 2.05(b) to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of this Section 2.04(b)any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery Event 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 an amount remaining, if any, after equal to the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Net 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”) Proceeds so affected 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 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 L/C Issuer or the Revolving Credit Lenders, as applicable.applicable Non-
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted (x) by Sections 7.05(a), (b), (c), (d), (o), (p) or (Bq) suffers an Event and/or (y) by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (r) only to the extent the fair market value of Loss, all Dispositions pursuant to these Sections in each case, this clause (y) is less than $75,000,000 in the aggregate) which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans the Loan equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified immediately upon receipt thereof by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)Person.
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loan equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary.
(iii) 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) or (ii) of this Section 2.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii. If the Borrower prepays the Loan, in whole or in part under this Section 2.02(b) Upon an increase at any time before the Bridge Date, the Borrower shall pay a premium with respect to each such prepayment in the amount of 3.5% of the Revolving Credit Commitment or Term A-1 Loans, or both, amount so prepaid. Nothing in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(ivthis section 2.02(b) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence require a mandatory prepayment of a Default under Section 8.01(b), Section 8.01(g) any amounts or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds property received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to Borrower upon the first and second sentences sale of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, Equity Interest in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableBorrower.
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Mandatory. (i) [Intentionally Omitted].
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c)7.05) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, providedfurther that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be applied immediately applied following such 180-day period to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence sale or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than Excluded Issuances and any Indebtedness expressly permitted sales or issuances of Equity Interests to be incurred or issued pursuant to Section 7.12another Loan Party), the Company 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 Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) Upon or (iv) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and providedfurther that any cash proceeds not so applied shall be applied immediately following such 180-day period to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Loan Facility and to the principal repayment installments thereof on a pro-rata basis in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(vvii) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied[Intentionally Omitted].
(viviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 ObligationsObligations to the extent so required at such time pursuant to Section 2.03(g); and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (iiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than any deemed in connection with an Asset Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $10,000,000 for such transaction (or series of related transactions), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under an Asset Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsAsset Disposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets performing the same or a similar function or otherwise used in the business of such Loan Party or any Subsidiary so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested (or subject to a definitive agreement to be reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05(b)(i) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default or (y) the expiration of such 180 day period.
(ii) Upon the incurrence sale or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness of its Capital Securities (other than any Indebtedness expressly permitted sales or issuances of Capital Securities (A) to be incurred another Loan Party or any Subsidiary, (B) in connection with a Permitted Acquisition or (C) in connection with the exercise of any stock options by the management or employees of any Loan Party) or the exercise by any Person of any convertible Capital Securities issued pursuant to Section 7.12by a Loan Party, in each case, resulting in receipt by such Loan Party or Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such sale or issuance (or series of related sales or issuances), the Company Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iv) below).
(iii) Upon an increase the incurrence or issuance by any Loan Party or any of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment its Subsidiaries of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) any Debt (other than pursuant to clause Debt permitted under Sections 7.01 (iiia) of this Section 2.04(b– (m)) shall be appliedresulting in receipt by such Loan Party or Subsidiary, firstas applicable, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by in excess of $5,000,000 for such clause to be applied to prepay Loans on such date is less than incurrence or equal to $50,000,000issuance (or series of related incurrences or issuances), the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, Borrower shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in the an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company and other amounts, such Loan Party or such Subsidiary (such prepayments to be applied as applicable, that are set forth in clause (iv) below).
(iv) All amounts required to be applied paid pursuant to prepay Loans under this Section 2.04(b2.05(b) shall be applied first pro rata to each Class of Term Loans (without giving effect ratably to the first and second sentences remaining principal amortization payments of this clause (veach such Loan)) but which have not previously been so applied.
(viv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If for any reason the Company Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(ii) If any Borrower or any of its Restricted Subsidiaries (A) Subsidiary Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(b), (c), (d) or (Be)) suffers an Event of Loss, in each case, which results in the realization by any such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (v) below).
(iiiii) Upon the incurrence or issuance by the Company any Borrower or any of its Restricted Subsidiaries Subsidiary of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03(a)-(e)), the Company Borrowers 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 any such Restricted Subsidiary.
Person (iiisuch prepayments to be applied as set forth in clause (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment Upon any Extraordinary Receipt received by or paid to or for the account of any Borrower or any Subsidiary, Borrowers shall prepay an aggregate principal amount of Loans pursuant equal to the foregoing provisions 100% of this Section 2.04(b) all Net Cash Proceeds received therefrom immediately upon receipt thereof by any such Person (other than pursuant such prepayments to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (viiviii) below); provided, however, that with respect to any proceeds of this Section 2.04(b).
insurance or condemnation awards (v) Notwithstanding any of the other provisions of clause (ior payments in lieu thereof) or indemnity payments, at the election of Borrowers (ii) as notified by Borrowers to Administrative Agent on or prior to the date of this Section 2.04(breceipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifsuch Person may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, on fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any date on which a prepayment would otherwise cash proceeds not so applied shall be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be immediately applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 Loans as set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b)(v). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiv) Prepayments of the Revolving Credit Facility Loans made pursuant to this Section 2.04(b2.05(b)(ii) through (iv), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its their business, and the Aggregate Commitments 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 Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than any deemed in connection with an Asset Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $10,000,000 for such transaction (or series of related transactions), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under an Asset Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsAsset Disposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets performing the same or a similar function or otherwise used in the business of such Loan Party or any Subsidiary so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested (or subject to a definitive agreement to be reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05(b)(i) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default or (y) the expiration of such 180 day period.
(ii) Upon the incurrence sale or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness of its Capital Securities (other than any Indebtedness expressly permitted sales or issuances of Capital Securities (A) to be incurred another Loan Party or any Subsidiary, (B) in connection with a Permitted Acquisition or (C) in connection with the exercise of any stock options by the management or employees of any Loan Party) or the exercise by any Person of any convertible Capital Securities issued pursuant to Section 7.12by a Loan Party, in each case, resulting in receipt by such Loan Party or Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such sale or issuance (or series of related sales or issuances), the Company Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iv) below).
(iii) Upon an increase the incurrence or issuance by any Loan Party or any of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment its Subsidiaries of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) any Debt (other than pursuant to clause Debt permitted under Sections 7.01 (iiia) of this Section 2.04(b— (o)) shall be appliedresulting in receipt by such Loan Party or Subsidiary, firstas applicable, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by in excess of $5,000,000 for such clause to be applied to prepay Loans on such date is less than incurrence or equal to $50,000,000issuance (or series of related incurrences or issuances), the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, Borrower shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in the an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company and other amounts, such Loan Party or such Subsidiary (such prepayments to be applied as applicable, that are set forth in clause (iv) below).
(iv) All amounts required to be applied paid pursuant to prepay Loans under this Section 2.04(b2.05(b) shall be applied pro rata to each Class of Term Loans (without giving effect ratably to the first and second sentences remaining principal amortization payments of this clause (veach such Loan)) but which have not previously been so applied.
(viv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (Aother than an Excluded Subsidiary) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c) or (Bd)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (x) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company 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 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Company any Loan Party or any of its Restricted Subsidiaries (other than an Excluded Subsidiary) of any Indebtedness of its Equity Interests (other than any Indebtedness expressly sales or issuances of Equity Interests to another Loan Party or otherwise permitted to be incurred or issued pursuant to under Section 7.127.06(b), (d) and (e)), the Company Borrowers 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 such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (x) below).
(iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an increase Excluded Subsidiary) of the Revolving Credit Commitment any Indebtedness (other than Indebtedness expressly permitted to be incurred or Term A-1 Loans, or both, in accordance with issued pursuant to Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.147.03), the Company Borrowers shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to the date of such prepaymentbe applied as set forth in clauses (vi) and (x) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than an Excluded Subsidiary), and not otherwise included in Sections 2.05(b)(i), (ii) or (iii), 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 (such prepayments to be applied as set forth in clauses (vi) and (x) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(v) Upon the failure of the Funding Release Date to occur on or prior to the Facility Termination Date, the Borrowers shall immediately prepay all of the Loans with proceeds on deposit in the Senior Loan Escrow Account in an aggregate principal amount equal to 100% of the proceeds on deposit in the Senior Loan Escrow Account (such prepayments to be applied as set forth in clause (vi) below).
(vi) Each prepayment of the outstanding Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, applied first, ratably to each the Company Term Facility and/or the Amerigon Germany Term Facility, at the sole discretion of the Term Facilities Company, and to the principal repayment installments thereof on a pro-rata basis in inverse order of maturity, and, second, to the Revolving Credit Facility in the manner set forth in clause Section 2.05(b)(ix) and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(vii) of this Section 2.04(b).
(v) Notwithstanding any Upon the determination by the Company and the Administrative Agent, on or prior to the Funding Release Date, of the other provisions final amount of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be the consideration required to be made pursuant paid to clause the Sellers in connection with the Acquisition, Amerigon Germany shall immediately prepay (ior the Company shall prepay or cause to be prepaid on behalf of Amerigon Germany) or with proceeds on deposit in the Senior Loan Escrow Account, an aggregate principal amount of Amerigon Germany Term Loans, equal to 100% of the difference between (iiA) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required proceeds of the Amerigon Germany Term Borrowing on deposit in the Senior Loan Escrow Account and (B) the final portion of the aggregate cash consideration of the Acquisition (the “Final Amerigon Germany Term Loan Amount”) to be provided by Amerigon Germany pursuant to the Acquisition Agreement to be paid in connection with the Acquisition, which prepayment of such clause excess shall be applied first to the Revolving Credit Facility in an amount not to exceed $9,010,524.16 and second, if any such excess remains, pro rata among the Amerigon Germany Term Facility to the principal repayment installments thereof in inverse order of maturity and the Revolving Credit Facility, in each case, prepayments of such excess shall be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount Lenders in accordance with their respective Applicable Percentages in respect of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment each of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedrelevant Facilities.
(viviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 Section 2.05(b)(i), (iii), (iii) or (ii) of this Section 2.04(biv), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Amerigon Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes Upon the occurrence of any property Casualty Events (other than each such Casualty Event, a “Relevant Transaction”), the Borrower shall (1) give written notice to the Lender thereof promptly after the date of receipt of any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds resulting from such Relevant Transaction and (2) except to the extent the Borrower elects in such notice (as determined by the Borrower in its sole discretion) to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(i)(B), the Company shall prepayBorrower shall, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iTerm
(B) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with With respect to any Net Cash Proceeds described in this Section 2.04(b)(i)realized or received with respect to any Relevant Transaction, at the election option of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuingBorrower, the Company or such Restricted Subsidiary Borrower may reinvest all or any portion of such Net Cash Proceeds (i) in operating assets so long that replace the assets subject to the Relevant Transaction, or (ii) in long-term assets that are not classified as current assets under GAAP and that are used or useful in the business of the Borrower and its Subsidiaries within 365 one hundred thirty-five (135) days after the following receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, however, that if any of such Net Cash Proceeds not are no longer intended to be so reinvested at any time after the occurrence of the Relevant Transaction, then an amount equal to any such Net Cash Proceeds shall be immediately promptly applied to the prepayment of the Term Loans as set forth in Section 2.03(b)(i)(A); provided, further, that, to the extent the assets subject to the Relevant Transaction were ▇▇▇▇▇▇ Priority Collateral, the Net Cash Proceeds thereof reinvested pursuant to this Section 2.04(b)(i)clause (B) shall be invested in assets constituting Collateral that is ▇▇▇▇▇▇ Priority Collateral.
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries Subsidiary of any Indebtedness (other than any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrower shall prepay the Term Loans, in each case in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(iany event within five Business Days, after the later of (A) that have not been used receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to not more than 5 days after receiving the receipt of such Net Cash ProceedsProceeds therefrom), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, Proceeds such reinvestment shall have been consummated completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as certified by such binding commitment is entered into within 12 months after the Company in writing receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the Administrative Agentnext succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not so reinvested applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Upon an increase of Except as expressly provided in the Revolving Credit Commitment or Term A-1 Loansproviso to this sentence, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b2.05(b) shall be applied ratably to the Term Loans then outstanding (other than any such prepayment pursuant to clause (iii) of this Section 2.04(b2.05(b)(ii)(y)) , which shall be appliedapplied to the then applicable Term Loans that were the subject of such Refinancing Commitments, firstRefinancing Loans or Refinancing Equivalent Debt, ratably to each of the Term Facilities as applicable) and to the principal repayment installments thereof on as directed by the Borrower; provided, however, that, at the Borrower’s election, the Net Cash Proceeds of any Disposition by, or Casualty Event involving, a pro-rata basis and, second, Foreign Subsidiary that are required to be used to prepay the term loans pursuant to Section 2.05(b)(i) may be applied ratably to the Revolving Credit Facility in Term A-1 Loans and the manner set forth in clause (vii) of this Section 2.04(b)Term A-2 Loans then outstanding before being applied to the Term B Loans.
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b2.05(b) to be applied to prepay Term Loans exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Term Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Term Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (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 or, in the case of a prepayment of the Term A-1 Loans or the Term A-2 Loans after the consummation of the Term Loan A Assumption, the Netherlands, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States or the Netherlands, as applicable (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.05(b) 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 Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartyBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(i) that have not been used any event within five Business Days, after actual receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the actual receipt of such Net Cash Proceeds, Proceeds such reinvestment shall have been consummated completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as certified by such binding commitment is entered into within 12 months after the Company in writing actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the Administrative Agentnext succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not so reinvested applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower [Valvoline - Credit Agreement] shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied ratably to each of the Term Facilities A Loans then outstanding and to the principal repayment installments thereof on a pro-rata basis and, second, to as directed by the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Borrower.
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment (or waiver in accordance with Section 10.01) of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (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 prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartyBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Valvoline Inc)
Mandatory. (i) If The Borrower shall, within five (5) Business Days following the Company or date of receipt of the Net Cash Proceeds by any of its Restricted Subsidiaries Loan Party (unless the Borrower elects to deposit such Net Cash Proceeds in the Cash Collateral Account on terms and conditions reasonably satisfactory to the Administrative Agent) from:
(A) Disposes the sale, lease, transfer or other disposition of any property assets of any Loan Party (other than any deemed Disposition referred sale, lease, transfer or other disposition of assets pursuant to in Section 7.08(csection 5.02(e)(i), (ii), (iii), (v), (vi) or (vii)), or
(B) suffers an Event the incurrence or issuance by any Loan Party of Lossany Debt (other than Debt incurred or issued as permitted by Section 5.02(b)), or
(C) the sale or issuance by any Loan Party of any Equity Interests (other than as permitted by subsection (d), (e), (f) or (g) of Section 5.02), or
(D) any Extraordinary Receipt received by or paid to or for the account of any Loan Party and not otherwise included in each caseclause (A), which results in the realization by such Person of Net Cash Proceeds(B) or (C) above, the Company shall prepayfirst, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans the Working Capital Advances comprising part of the same Borrowings and second, deposit the remainder thereof in the L/C Cash Collateral Account in an amount equal to 100% the amount of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, that, with respect to any that the first $15.0 million of Net Cash Proceeds described included in clause (A) above that result from the sale, lease, transfer or other disposition of any assets of any Loan Party shall not be subject to the provisions of this Section 2.04(b)(i), at the election of the Company (as notified by the Company 2.06(b)(i) to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of extent such Net Cash Proceeds are reinvested in operating assets so long as within 365 days after the receipt business of such Net Cash Proceedsthe Borrower and its Subsidiaries (other than Captain D's, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative AgentCOI and their respective Subsidiaries); and , provided further, however, that any Net Cash Proceeds from the assets set forth on Schedule 2.06 shall not so reinvested be subject to this proviso as long as Columbus Bank and Trust Company has a Working Capital Commitment. Any prepayment made pursuant to this Section 2.06(b)(i) shall be immediately applied among the Working Capital Lenders so as to make the Working Capital Advances outstanding after giving effect to such prepayment ratable with the Commitments of the Working Capital Lenders after giving effect to the prepayment of related reductions in the Loans as set forth in this Working Capital Commitments pursuant to Section 2.04(b)(i2.05(b)(ii).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)The Borrower shall, the Company shall on each Business Day, prepay an aggregate principal amount of Loans the Working Capital 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 Working Capital Advances and (y) the Letter of Credit Advances then outstanding less the aggregate Available Amount of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Letters of Credit then outstanding plus the Company or maximum amount available to be drawn (assuming compliance at such Restricted Subsidiarytime with all conditions to drawing) under all letters of credit issued for the benefit of the Administrative Agent under the Captain D's Financing and the Commissary Financing exceeds (B) the Working Capital Facility on such Business Day. Prepayments of the Working Capital Facility made pursuant to this clause (ii) shall be first, applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, then outstanding until such Advances are paid in full, and second, applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full.
(iii) Upon The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an increase of amount sufficient to cause the Revolving Credit Commitment or Term A-1 Loans, or both, aggregate amount on deposit in accordance with Section 2.13 or upon such Account to equal the establishment of amount by which the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding aggregate Available Amount of all Term A-2 Loans Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(iv) All prepayments under this subsection (b) shall be made together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to on the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)amount prepaid.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Shoneys Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excess.
(vii) excess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. If as a result of any conveyance, sale, lease, transfer or other disposition by the Company and its Subsidiaries (other than MGP or its Subsidiaries) after the Closing Date, (1) the Company’s indirect beneficial ownership of the outstanding MGM China Shares falls below 30% of the aggregate amount of all issued and outstanding MGM China Shares at the time of such conveyance, sale, lease, transfer or other disposition (on a fully diluted basis but without giving effect to any additional equity issuances by MGM China after the Closing Date), (2) .the Company (excluding for this purpose, MGP and its Subsidiaries) shall cease to directly or indirectly beneficially own, in the aggregate, the MGP Class A Shares and OP Units representing at least 30% of the sum of (A) the outstanding MGP Class A Shares and (B) the OP Units outstanding (other than OP Units owned by MGP or its Subsidiaries), in each case at the time of such conveyance, sale, lease, transfer or other disposition (on a fully diluted basis but without giving effect to any additional equity issuances by MGM Growth Properties Operating Partnership after the Closing Date), (3) the Borrower Group disposes of or transfers the MGP Class B Share in a transaction (other than an equity issuance by MGM Growth Properties Operating Partnership of OP Units after the Closing Date) in which the Borrower Group receives Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share or (4) in connection with any additional equity issuance by MGM Growth Properties Operating Partnership of OP Units after the Closing Date, the Borrower Group disposes of or transfers the MGP Class B Share in a transaction in which the Borrower Group receives Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share (any such disposition or other transfer described in clause (1), (2), (3) or (4), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds by the Borrower Group from such Specified Disposition, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to (A) (x) during the Covenant Relief Period, 75% and (y) thereafter, 50%, in each case, of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group that represent (B) (x) the portion of such Net Available Proceeds attributable to the Equity Interests below the 30% thresholds described in clauses (1) and (2) above and (y) in the case of clauses (3) and (4) above, such Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share (such prepayment or reduction, a “Specified Disposition Prepayment/Reduction”; and the amount required to be prepaid/reduced by the Company, the “Required Specified Disposition Prepayment/Reduction Amount”); provided that: for the avoidance of doubt, if any Net Available Proceeds are received by an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity from a Specified Disposition, then no such Specified Disposition Prepayment/Reduction shall be required unless such Net Available Proceeds have been distributed to, or otherwise received by, the Borrower Group; and the Company shall use commercially reasonable efforts (as determined by the Company in its sole discretion) to (x) cause the Required Specified Disposition Prepayment/Reduction Amount of any such Net Available Proceeds received by an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity to be distributed or otherwise transferred to the Company or a Restricted Subsidiary for application to the Specified Disposition Prepayment/Reduction and (y) until such distribution or transfer occurs, cause such Unrestricted Subsidiary or Designated Restricted Entity to deposit and retain the Required Specified Disposition Prepayment/Reduction Amount of such Net Available Proceeds (the “Retained Proceeds”) in a segregated account (or make other arrangements reasonably acceptable to the Company and the Administrative Agent). Following the occurrence of a Collateral Trigger Event, allAll cash or Cash Equivalents received by the Company and its Restricted Subsidiaries from dividends or other distributions from an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity that holds, directly or indirectly, Retained Proceeds (regardless of the source of such cash or Cash Equivalents, including from recurring or special dividends from MGM China) shall (x) be deemed to be a distribution of such Retained Proceeds, (y) be subject to the Specified Disposition Prepayment/Reduction requirements set forth in subclause ((II) above until all such Retained Proceeds have been (or have been deemed to have been) distributed to the Company and its Restricted Subsidiaries and (z) for the avoidance of doubt, reduce the Required Specified Disposition Prepayment/Reduction Amount and the amount of Retained Proceeds required to be held in a segregated account. Each such Lender may reject all or a portion of its pro rata share of any Specified Disposition Prepayment/Reduction required to be made pursuant to this Section 2.04(b)(iii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such Specified Disposition Prepayment/Reduction. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such Specified Disposition Prepayment/Reduction to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Company. Termination or Reduction of Commitments .
Appears in 1 contract
Mandatory. (i) [Reserved].
(ii) If (x) the Company Borrower or any Restricted Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred to in Section 7.08(cof any property or assets permitted by Sections 7.05 (a)) , (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (o), (p), (q), (s)), or (By) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds, the Company Borrower shall prepaycause to be offered to be prepaid in accordance with clause (b)(ix) below, immediately upon on or prior to the date which is ten (10) Business Days after the date of the realization or receipt thereof by the Borrower or any Restricted Subsidiary of such PersonNet Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof by that is secured on a pari passu basis with the Company Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Restricted SubsidiaryIndebtedness 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) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment[Reserved.]
(iv) Each prepayment of Loans pursuant to If the foregoing provisions of this Section 2.04(b) Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than pursuant 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 (iiib)(ix) below an aggregate principal amount of this Section 2.04(b)) shall be applied, first, ratably Term Loans in an amount equal to each 100% of the Term Facilities and all Net Proceeds received therefrom on or prior to the principal repayment installments thereof on a pro-rata basis and, second, to date which is five (5) Business Days after the Revolving Credit Facility in receipt by the manner set forth in clause (vii) Borrower or such Restricted Subsidiary of this Section 2.04(b)such Net Proceeds.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Revolving Credit Outstandings Exposures at any time exceed exceeds the aggregate Revolving Credit Facility at such timeCommitments 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 Company Borrower shall immediately promptly prepay or cause to be promptly prepaid Revolving Credit Loans and L/C Borrowings Swing Line Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of ; provided that the Revolving Credit Facility made Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i2.05(b)(v) or (ii) of this Section 2.04(b), the amount remaining, if any, unless after the prepayment in full of all L/C Borrowings and 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 (4) Business Days prior to the date of such time and prepayment. Each such notice shall specify the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining provide a reasonably detailed calculation of the amount being, collectively, of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the “Reduction Amount”) may be retained by contents of the Company for use in Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepayment.
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrowers (as notified by the Company Lead Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers 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 Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrowers (as notified by the Lead Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on a pro-rata basis the Maturity Date with respect to the Term Facility) in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(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 $50,000,0001,000,000, the Company Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0001,000,000. During such deferral period the Company Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrowers shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company 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.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrowers 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) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Amendment Agreement (Gsi Group Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in permitted by Section 7.08(c)7.05(g) or (Band 7.05(k) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year or realizes any Net Cash Proceeds in excess of $1,000,000 in any fiscal year in connection with a Casualty Event, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds whichwithin one Business Day after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below), in the aggregate with any other unless no Event of Default has occurred and is continuing and such Person receives such Net Cash Proceeds described during a fiscal quarter in this which (i) sales from the Kalydeco Product for the most recently ended fiscal quarter equal or exceed $100,000,000 and (ii) the Borrower is in compliance with Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,0007.12; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.04(b)(i2.03(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Disposition or on or prior to the date Net Cash ProceedsProceeds are realized in connection with a Casualty Event, as the case may be), and so long as no Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to 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 2.04(b)(i2.03(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within one Business Day after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.03(b) shall be applied, first, ratably (A) accompanied by prior written notice to each the Administrative Agent of the Term Facilities same, provided by 11 a.m. one Business Day prior to the date of prepayment, and (B) applied to the principal repayment installments thereof on a pro-rata basis andbasis, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default and each such prepayment shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay the Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 Lenders in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain accordance with their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedrespective Applicable Percentages.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepayprepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,00075,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, 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 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.15), the Company Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.04(b)(i) shall be applied, first, ratably to each of the Term Facilities A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of a Significant Company, but subject to Section 2.04(b)(vii), the Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata pro‑rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro‑rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Incremental Term Loans held by such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Incremental 56 Term Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If Paxar shall, on the Company date of receipt of the Net Cash Proceeds by Paxar or any of its Restricted Subsidiaries from (A) Disposes the sale, lease, transfer or other disposition of any property assets of Paxar or any of its Subsidiaries (other than any deemed Disposition referred to in Section 7.08(c)) sale, lease, transfer or (B) suffers an Event other disposition of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b5.02(f)), (B) the incurrence or issuance by Paxar or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to the exceptions set forth in Section 5.02(d) on the date hereof), (C) the sale or issuance by Paxar 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 and (D) any Extraordinary Receipt 37 31 received by or paid to or for the account of Paxar or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Term Advances comprising part of the same Borrowings equal to (x) in the case of clause (A) above, the amount of such Net Cash Proceeds required by in excess of the Permitted Asset Sale Amount and (y) in the case of clauses (B), (C) and (D) above, the amount of such clause to Net Cash Proceeds. Each such prepayment described in subclause (x) of the immediately preceding sentence shall be applied to prepay Loans on such date is less than or equal the Term Facility and to $50,000,000, the Company may defer installments thereof in reverse order of maturity. Each such prepayment until described in subclause (y) of the first date immediately preceding sentence shall be applied to the Term Facility and to the installments thereof on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or a pro rata basis.
(ii) of this Section 2.04(b) to be applied to Paxar shall, on each Business Day, prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate principal amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)Advances comprising part of the same Borrowings, first, shall be applied ratably the Letter of Credit Advances and the Swing Line Advances equal to the L/C Borrowings, second, shall be applied ratably to amount by which (A) the outstanding sum of the aggregate principal amount of (u) the Revolving Credit LoansAdvances denominated in US Dollars, and, third, shall be used to Cash Collateralize plus (v) the remaining L/C Obligations; and, in the case of prepayments Equivalent on such day of the Revolving Credit Facility required pursuant to clause Advances denominated in Primary Currencies, plus (iw) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash CollateralizedAdvances, plus (x) the funds held as Cash Collateral shall be applied aggregate Available Amount of all Letters of Credit then outstanding, plus (without any further action by or notice to or from y) the Company or any other Loan PartySwing Line Advances plus (z) to reimburse the L/C Issuer or Competitive Bid Advances then outstanding exceeds (B) the Revolving Credit Lenders, as applicableFacility.
Appears in 1 contract
Sources: Credit Agreement (Paxar Corp)
Mandatory. (i) [Reserved].
(ii) If the Reporting Company or any of its Restricted Subsidiaries (A) Disposes makes a Disposition of any property (other than any deemed Disposition referred to in Section 7.08(c)of any property permitted by Sections 7.05(a)-7.05(n) or (Bq) suffers an Event of Loss, in each case, or (r)) which results in the realization by such Person of Net Cash Proceeds, the Reporting Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Reporting Company (as notified by the Reporting Company to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Reporting Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets the business of the Consolidated Group so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Reporting Company 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 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Reporting Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Reporting Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Reporting Company or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Reporting Company or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Reporting Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Reporting Company or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Reporting Company (as notified by the Reporting Company to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Reporting Company or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied ratably to each of the Term Facilities A Facility, the Term B Facility and, other than during the Certain Funds Period, the Term A-1 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 (vii) of this Section 2.04(b)basis.
(vvi) Notwithstanding any of the other provisions of clause (iii), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(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 (iii), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $50,000,0005,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (iii), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Term Loans exceeds $50,000,0005,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company shall immediately prepay the Term Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Term Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total U.S. Revolving Credit Outstandings at any time exceed the U.S. Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay U.S. Revolving Credit Loans in an aggregate amount equal to such excess.
(A) If for any reason the Total Multicurrency Revolving Credit Outstandings at any time exceed the Multicurrency Revolving Credit Facility at such time, the Borrowers shall immediately prepay Multicurrency 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 excessexcess and (B) if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two 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.
(viiix) Prepayments Notwithstanding any other provisions of this Section 2.05 mandatory prepayments arising from the receipt of Net Cash Proceeds from any Disposition or Extraordinary Receipts by any Foreign Subsidiary pursuant to Section 2.05(b)(ii) or (iv) (each, a “Foreign Disposition”) shall not be required (1) to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of such Foreign Disposition or Extraordinary Receipts (or the repatriation of funds to effect such payment) would give rise to a material adverse tax consequence (as reasonably determined by the Reporting Company), (2) without duplication (including with respect to any reduction set forth in the definitions of Net Cash Proceeds, Extraordinary Receipts or Excess Cash Flow), to the extent such amounts have been applied to voluntarily prepay any Indebtedness of any Foreign Subsidiary or to the extent such Foreign Subsidiary has reinvested such amounts in its business or the business of the Revolving Credit Facility made Reporting Company or its Subsidiaries, provided that no such prepayments and no such reinvestments shall be permitted at the time a Default or Event of Default shall then be continuing or (3) so long as the applicable local Laws will not permit repatriation thereof to the United States (the Reporting Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local Laws to permit such repatriation); provided that if such repatriation of any such affected Net Cash Proceeds or Foreign Excess Cash Flow is later permitted under applicable Laws, unless such amounts have previously been applied to prepayments or reinvestments to the extent permitted by clause (2) above, such repatriation will, subject to clause (1) above, be effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, as applicable, will be promptly after such repatriation applied to the repayment of the Term Loans pursuant to this Section 2.04(b), first, shall be applied ratably 2.05(b) to the L/C Borrowings, second, extent provided herein.
(x) The Company shall be applied ratably deliver to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; andAdministrative Agent, in the case of prepayments connection with each prepayment required under this Section 2.05, (a) a certificate signed by a Responsible Officer of the Revolving Credit Facility required pursuant to clause (i) or (ii) Company setting forth in reasonable detail the calculation of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining (b) (other than in connection with a mandatory prepayment under Section 2.05(b)(i)) at least three (3) Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the principal amount being, collectively, the “Reduction Amount”) 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 Collateralized, the funds held as Cash Collateral shall be applied each Loan (without any further action by or notice to or from the Company or any other Loan Partyportion thereof) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablebe prepaid.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or 7.05(p)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(i) that have not been used any event within five Business Days, after actual receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) and subject to clauses (v) and (vi) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).actual receipt
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iv) below and subject to clause (v) below).
(iii) Upon Not later than ten Business Days after the date on which annual financial statements are required to be delivered pursuant to Section 6.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate the Excess Cash Flow of the Borrower and its Subsidiaries for such Excess Cash Flow Period and the Borrower shall apply an increase amount to prepay Term B Loans equal to (A) the Required ECF Percentage of such Excess Cash Flow minus (B) in each case, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such Excess Cash Flow Period and to the extent not financed using the proceeds of funded Indebtedness (other than revolving indebtedness), the sum of (1) the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period pursuant to Section 2.05(a)(i) or 10.06(h) (it being understood that the amount of any such payments pursuant to Section 10.06(h) shall be deemed to equal the amount of cash used to purchase Term Loans pursuant to Section 10.06(h)), plus (2) the amount of any voluntary payments of Revolving Credit Loans during such Excess Cash Flow Period to the extent the Revolving Credit Commitment Commitments are terminated or Term A-1 Loanspermanently reduced pursuant to Section 2.06 by the amount of such payments, plus (3) the amount used to fund voluntary prepayments, voluntary repurchases or bothvoluntary redemptions during such Excess Cash Flow Period of any other Indebtedness that is secured on a pari passu basis with the Obligations under this Agreement (other than Indebtedness under any revolving credit facility except to the extent there is a corresponding termination or permanent reduction in the commitments thereunder), plus (4) the amount of Capital Expenditures made in accordance cash by the Borrower and its Subsidiaries during such Excess Cash Flow Period, plus (5) the aggregate amount of cash consideration paid by the Borrower and its Subsidiaries during such Excess Cash Flow Period in connection with Investments made in compliance with Section 2.13 7.03 (other than (x) Investments in cash or upon Cash Equivalents or (y) Investments in the establishment Borrower or any Subsidiary) plus (6) the aggregate amount of Restricted Payments made by the Borrower and the Subsidiaries in cash in compliance with Section 7.06 during such Excess Cash Flow Period (other than Restricted Payments made to the Borrower or any Subsidiary). Such calculation will be set forth in a certificate signed by a Responsible Officer of the Incremental Term Facility in accordance with Section 2.14Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the Company shall immediately prepay, amount of any required prepayment in full, respect thereof and the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentcalculation thereof in reasonable detail.
(iv) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(bSections 2.05(b)(i) (other than pursuant to clause (iii) of this Section 2.04(b)or 2.05(b)(ii) shall be applied, first, applied ratably to each of the Term Facilities A Loans and Term B Loans then outstanding. Each prepayment of (x) any Term Loans pursuant to Sections 2.05(b)(i) or 2.05(b)(ii) or (y) any Term B Loans pursuant to Section 2.05(b)(iii), shall be applied in each case to the principal repayment installments thereof on a pro-rata basis and, second, to as directed by the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Borrower.
(v) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds Proceeds, Excess Cash Flow or other amounts otherwise required by such clause to be applied to prepay Term A Loans or Term B Loans, as applicable, on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds Proceeds, Excess Cash Flow or other amounts otherwise required under clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans or Term B Loans, as applicable, exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment (or waiver in accordance with Section 10.01) of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash ProceedsProceeds or Excess Cash Flow, shall be deemed to retain their original character as Net Cash Proceeds or Excess Cash Flow, as applicable, when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Term A Loans and Term B Loans, as applicable, in the amount of all Net Cash Proceeds received by the Company Proceeds, Excess Cash Flow and other amounts, as applicable, that are required to be applied to prepay Term A Loans and Term B Loans, as applicable, under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for Notwithstanding any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) provisions of this Section 2.04(b2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”), the amount remainingNet Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or the Excess Cash Flow that is attributable to a Foreign Subsidiary are prohibited or delayed by applicable local Law from being repatriated to the United States, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum portion of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may Net Cash Proceeds or Excess Cash Flow so affected will not 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 Collateralized, the funds held as Cash Collateral shall required to be applied (without any further action by to prepay Term A Loans or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit LendersTerm B Loans, as applicable., at the time provided in this Section 2.05
Appears in 1 contract
Mandatory. (i) [Reserved].
(ii) (A) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers Subsidiary receives Net Proceeds from an Event of LossAsset Sale, in each casethen, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to within 450 days after the receipt of such Net Cash Proceeds, the Company or such Restricted Subsidiary, at its option, may apply or cause to be applied the Net Proceeds from such Asset Sale:
(1) to permanently reduce (I) Obligations under the Senior Secured Credit Facilities and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto; (II) Obligations under unsubordinated indebtedness that is secured by a Lien permitted under Section 6.06 hereof and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto; (III) Obligations under other unsubordinated indebtedness (in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto); provided that the Company offers to prepay the Loans equally and ratably with such unsubordinated indebtedness; or (IV) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary;
(2) to make (I) Investments in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (II) acquisitions of properties, (III) capital expenditures or (IV) acquisitions of other assets, that, in each of (I), (II), (III) and (IV), are used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that a binding commitment shall be treated as a permitted application of the Net Proceeds in accordance with the requirements of this clause (2) from the date of such commitment so long as no Default shall have occurred and the Company or such Restricted Subsidiary enters into such commitment with the good-faith expectation that such Net Proceeds will be continuingapplied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event that any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary may reinvest all enters into another Acceptable Commitment (a “Second Commitment”) within 180 days following such cancellation or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceedstermination; provided, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that if any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence Second Commitment is later cancelled or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If terminated for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at before such timeNet Proceeds are applied, the Company then such Net Proceeds shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessconstitute Excess Proceeds.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin three (3) that have not been used Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrowers (as notified by the Company Lead Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three (3) Business Days of receipt thereof by the Company Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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 (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Revolving Credit Commitment Borrowers (as notified by the Lead Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof on a pro-rata basis andfirst, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment), third, to the Maturity Date installment and fourth, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,0001,000,000, the Company may defer Borrowers shall not be obligated to make such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedprepayment.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company 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.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrowers 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) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any other provisions of this Section 2.05(b), to the extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans, then to Term SOFR Loans and then to Alternative Currency Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.07, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in a transaction permitted under Section 7.08(c)7.05(f) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of and realizes Net Cash ProceedsProceeds in excess of $10,000,000 in any fiscal year, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used within five Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, that with respect to any Net Cash Proceeds described in this Section 2.04(b)(iproceeds from the sale of the Rainbow Casino (whether constituting the assets thereof or the capital stock of the Person that operates the casino), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash Proceedsasset sale), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as apply within 365 360 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company cash proceeds to invest in writing assets useful to the Administrative Agent)conduct of the business of the Borrower and its Subsidiaries; and provided furtherprovided, further however, that for the purposes of this Section, the amount of any Net Cash Proceeds not so reinvested received in any such Disposition shall be immediately applied to calculated as the prepayment sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Net Cash Proceeds received in such transaction.
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party, to a wholly-owned Subsidiary of a Loan Party or to any director, officer, employee, consultant or advisor of the Borrower or any Subsidiary thereof), 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 or such Subsidiary (such prepayments to be applied as set forth in this Section 2.04(b)(iclauses (v) and (vii) below).
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company 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 Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iii) Upon of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv); and provided, further, however, that for the purposes of this Section, the amount of any Extraordinary Receipt received by or paid to or for the account of any non-wholly-owned Subsidiary of the Borrower shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Extraordinary Receipt.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, but only to the extent an Event of Default shall have occurred and be continuing, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and and, if so required, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its businessbusiness and for other purposes not prohibited hereby. 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If No later than 15 days after any other date on which the Company Borrower or any of its Restricted Subsidiaries the Seller becomes aware or is informed by the Administrative Agent that a Borrowing Base Deficit exists on such date, the Borrower shall either, in Borrower’s option, (A) Disposes of any property prepay without premium or penalty (other than any deemed Disposition referred to except as set forth in Section 7.08(c)8.1 below) the Obligations in an amount equal to the Mandatory Payment Amount or (B) suffers take such other corrective actions as may be necessary to cure the Borrowing Base Deficit.
(ii) If after the Closing Date the Borrower shall (x) issue any new equity securities or (y) incur or assume any Permitted Subordinated Debt at a time when an Early Amortization Event is continuing, the Borrower shall promptly notify the Administrative Agent of Lossthe estimated Net Cash Proceeds of such issuance, in each case, which results in incurrence or assumption to be received by or for the realization account of the Borrower. Promptly upon receipt by such Person the Borrower of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% Proceeds of such issuance, incurrence or assumption (other than the Net Cash Proceeds whichfrom the incurrence of Permitted Subordinated Debt while an Early Amortization Event is not occurring, the proceeds of which the Borrower may put to any purpose, including, without limitation the payment of distributions, dividends, or payments to the Seller or any other Person) the Borrower shall prepay without premium or penalty (except as set forth in Section 8.1 below) the Obligations in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt amount of such Net Cash Proceeds), and so long as .
(iii) To the extent no Default shall have occurred and be continuing, Replacement Units are either (a) purchased with the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (as applicable) provided for in operating assets so long Section 6.13(d), or (b) contractually committed to be purchased with the Net Cash Proceeds from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (as within applicable) provided for in Section 6.13(d), the Borrower shall, immediately after such 365 days after or 30 day period, as applicable, prepay without premium or penalty (except as set forth in Section 8.1 below) the receipt Obligations in the amount of such Net Cash Proceeds, such reinvestment shall have been consummated (Event of Loss Proceeds or excess proceeds, as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentapplicable.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of under this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.6(b) shall be applied, first, ratably to each made by the payment of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required amount to be made pursuant to clause prepaid (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to which shall be applied to prepay the outstanding Term Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ipaid in full) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject accrued interest thereon to the fulfillment date of prepayment together with any amounts due the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default Lenders under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied8.1.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (American Railcar Industries, Inc.)
Mandatory. (i) If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate 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.
(ii) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than including any deemed Disposition referred to Equity Interest in any Person) in accordance with and permitted by Section 7.08(c7.02(b), (d) or (Bf) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified received by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing prepayments to the Administrative Agent); be made and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (b)(v) below).
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any unsecured Indebtedness (other than any and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case, pursuant to Section 7.12)a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 6 Closing Date, the Company Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be made and applied as set forth in clause (b)(v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment Upon the issuance by the Company or any of Loans pursuant to its Subsidiaries of any of its Capital Stock after the foregoing provisions of this Section 2.04(b) Amendment No. 6 Closing Date (other than pursuant to clause (iii) any issuance of this Section 2.04(bCapital Stock in connection with employee benefit arrangements)) , the Borrowers shall be applied, first, ratably to each prepay an aggregate principal amount of the Term Facilities Loans and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth other Indebtedness as provided in clause (viib)(v) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or below equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below).
(v) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, that are or may be required to be applied in prepayment of the Loans and other amountsIndebtedness pursuant to clauses (b)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied, within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that are required to be applied to prepay Loans under this Section 2.04(b(x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (without after giving effect to all offers of such proceeds to the first other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans and second sentences Letters of Credit outstanding under this clause Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (v)y) but any portion of such proceeds allocated to Lenders under this Agreement or to lenders under the Existing Revolving Credit Agreement which have not previously been so appliedexceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”.
(vi) If for the Company or any reason of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Total Revolving Credit Outstandings at Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (b)(v) above); provided that, if, prior to the date any time exceed the Revolving Credit Facility at such timeprepayment is required to be made, the Company shall immediately prepay Revolving Credit Loans and Lnotifies the Administrative Agent of its intention to reinvest all or any portion of the Net Insurance/C Borrowings and/or Cash Collateralize Condemnation Proceeds in assets used or useful in the L/C Obligations business (other than cash or Cash Equivalents) of the LCompany or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/C BorrowingsCondemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this clause (b)(vi) in an aggregate respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount equal of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such excessEligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vii) Prepayments of Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the Revolving Credit Facility made case may be, available for prepayment and/or as Cash Collateral under this Agreement pursuant to this clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the extent the amount of such proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any outstanding L/C Obligations as provided in Section 2.04(b), first, 2.16. Any such Cash Collateral shall be applied ratably provided to the L/C BorrowingsIssuers on a pro rata basis by reference to the uncollateralized L/C Obligations held by each such L/C Issuer.
(viii) Upon consummation of the Hydra Transaction, second(A) the unpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Loan Documents and all other Obligations (other than contingent indemnification obligations for which no claim has been made) shall automatically become due and payable, and shall be applied ratably immediately repaid in full in cash, (B) the commitment of each Lender to make Loans and any obligation of the outstanding Revolving L/C Issuers to make L/C Credit Loans, and, third, Extensions shall be used to automatically terminated, and (C) the Company shall immediately Cash Collateralize the remaining outstanding L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) Within five 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 prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) (to the extent that such repayment is accompanied by a reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (vi) and (viii) below; provided that (1) such percentage shall be reduced to zero during such times as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than 2.00 to 1.00, as evidenced by the most recently delivered Compliance Certificate and (2) any such prepayment shall be pro rated for the fiscal year ending July 31, 2009 to reflect that portion of such fiscal year that occurred during the term of this Agreement.
(ii) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred of any property permitted by Section 7.05 (except pursuant to in Section 7.08(c7.05(h), solely to the extent required therein)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclauses (vi) and (viii) below).
(iiiii) Upon the incurrence sale or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than Excluded Issuances and any Indebtedness expressly permitted sales or issuances of Equity Interests to be incurred or issued pursuant to Section 7.12another Loan Party), the Company 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 Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clauses (vi) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentand (viii) below).
(iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below).
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Loan 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 (viiviii) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 (iiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Diamond Foods Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excessexcess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(viiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iii) If after the Closing Date a member of the Borrower Group conveys, sells, leases (including via sublease), transfers or otherwise disposes of (1)(A) its direct or indirect beneficial ownership interests in any Designated Property Operating Entity or (B) all or substantially all of the assets of a Designated Property Operating Entity or (2)(A) its direct or indirect beneficial ownership interests in any Non-Designated Property Operating Entity or (B) all or substantially all of the assets of a Non-Designated Property Operating Entity, in each case whether in a single transaction or a related series of transactions (any such conveyance, sale, lease, transfer or other disposition described in clause (1) or (2), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds from such Specified Disposition by the Borrower Group, (x) in the case of a Specified Disposition described in clause (1) above, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group and (y) in the case of a Specified Disposition described clause (2) above, solely to the extent then outstanding, the Revolving Loans shall be repaid in an amount (and, for the avoidance of doubt, the Revolving Commitments shall not be reduced) equal to 100% of the Net Available Proceeds of any such Specified Disposition in excess of the greater of (A) $100.0 million and (B) 5.0% of Borrower Group EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) received by the Borrower Group; provided that, solely with respect to a Specified Disposition described in clause (2) above, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Specified Disposition), the Borrower Group may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower Group (including by way of merger or Investment) (i) within 365 days following the date of receipt of such Net Available Proceeds of such Specified Disposition or (ii) if a member of the Borrower Group enters into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (i), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower Group determines not to reinvest the Net Available Proceeds from such Specified Disposition as set forth above) shall be immediately applied to the prepayment of the Revolving Loans (solely to the extent then-outstanding) as set forth in this Section 2.04(b)(iii). For the avoidance of doubt, the MGM Mirage Disposition Transaction shall not constitute a Specified Disposition and the Borrower Group shall not be required to make any mandatory prepayment or commitment reduction in connection therewith.
(iv) Within ten days after the receipt by any Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Debt Issuance. Notwithstanding the foregoing, each Revolving Lender may reject all of its pro rata share of any mandatory prepayment of Revolving Loans (and, in the case of a Specified Disposition described in Section 2.04(b)(iii)(1), a permanent reduction of its Revolving Commitment) required to be made pursuant to Section 2.04(b)(iii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such mandatory prepayment. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Revolving Loans (and, in the case of a Specified Disposition described in Section 2.04(b)(iii)(1), a permanent reduction of its Revolving Commitment) to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Company.
Appears in 1 contract
Mandatory. (i) If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate 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.
(ii) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than including any deemed Disposition referred to Equity Interest in any Person) in accordance with and permitted by Section 7.08(c7.02(b), (d) or (Bf) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified received by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing prepayments to the Administrative Agent); be made and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (b)(v) below)...
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any unsecured Indebtedness (other than any and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case, pursuant to Section 7.12)a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the Company Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be made and applied as set forth in clause (b)(v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment Upon the issuance by the Company or any of Loans pursuant to its Subsidiaries of any of its Capital Stock after the foregoing provisions of this Section 2.04(b) Amendment No. 3 Closing Date (other than pursuant to clause (iii) any issuance of this Section 2.04(bCapital Stock in connection with employee benefit arrangements)) , the Borrowers shall be applied, first, ratably to each prepay an aggregate principal amount of the Term Facilities Loans and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth other Indebtedness as provided in clause (viib)(v) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or below equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below).
(v) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, that are or may be required to be applied in prepayment of the Loans and other amountsIndebtedness pursuant to clauses (b)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied, within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that are required to be applied to prepay Loans under this Section 2.04(b(x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (without after giving effect to all offers of such proceeds to the first other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans and second sentences Letters of Credit outstanding under this clause Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (v)y) but any portion of such proceeds allocated to Lenders under this Agreement or to lenders under the Existing Revolving Credit Agreement which have not previously been so appliedexceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”.
(vi) If for the Company or any reason of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Total Revolving Credit Outstandings at Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (b)(v) above); provided that, if, prior to the date any time exceed the Revolving Credit Facility at such timeprepayment is required to be made, the Company shall immediately prepay Revolving Credit Loans and Lnotifies the Administrative Agent of its intention to reinvest all or any portion of the Net Insurance/C Borrowings and/or Cash Collateralize Condemnation Proceeds in assets used or useful in the L/C Obligations business (other than cash or Cash Equivalents) of the LCompany or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/C BorrowingsCondemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this clause (b)(vi) in an aggregate respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount equal of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such excessEligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vii) Prepayments of Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the Revolving Credit Facility made case may be, available for prepayment and/or as Cash Collateral under this Agreement pursuant to this clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the extent the amount of such proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any outstanding L/C Obligations as provided in Section 2.04(b), first, 2.16. Any such Cash Collateral shall be applied ratably provided to the L/C BorrowingsIssuers on a pro rata basis by reference to the uncollateralized L/C Obligations held by each such L/C Issuer.
(viii) Upon consummation of the Hydra Transaction, second(A) the unpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Loan Documents and all other Obligations (other than contingent indemnification obligations for which no claim has been made) shall automatically become due and payable, and shall be applied ratably immediately repaid in full in cash, (B) the commitment of each Lender to make Loans and any obligation of the outstanding Revolving L/C Issuers to make L/C Credit Loans, and, third, Extensions shall be used to automatically terminated, and (C) the Company shall immediately Cash Collateralize the remaining outstanding L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of receives Net Cash ProceedsProceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Company shall prepayBorrower shall, immediately upon receipt thereof by such Personsubject to clause (iii) below, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin one (1) that have not been used Business Day following receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (vii) below, exceeds $50,000,000); provided, however, that, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent on or prior to the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated consummated; provided, however, that in the case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in assets of the type described in clause (as certified x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the Company in writing to laws of any political subdivision of the Administrative AgentUnited States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Caesar, the Express or the Ingleside, Texas spoolbase located at 2▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred.
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than excluding any Indebtedness expressly permitted to be incurred or issued pursuant to in accordance with Section 7.127.03(a) through (f) and (h) through (k)), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon on the next Business Day following receipt thereof by the Company Borrower or any Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (vi) below). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Restricted SubsidiarySubsidiaries not otherwise permitted hereunder.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities 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 (viivi) of this Section 2.04(b2.05(b).
(viv) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(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 $50,000,0005,000,000, the Company Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0005,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of 45 all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase the incurrence or issuance by Holdings of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), Holdings shall deliver to the Revolving Credit Commitment or Term A-1 LoansCompany, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, and the Company shall immediately prepayprepay an aggregate principal amount of Loans equal to, in full, the Outstanding Amount 50% of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentNet Cash Proceeds received therefrom immediately upon receipt thereof by Holdings.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities A 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 (viivi) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, the Swing 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.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing 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) or (iiiii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing 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 amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. 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 L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (CSC Holdings Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepayprepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,00075,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, 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 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e) or (Bf)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 360 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02 ), the Company 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 Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(iii) Upon an increase any Extraordinary Receipt received by or paid to or for the account of the Revolving Credit Commitment Borrower or Term A-1 Loansany of its Subsidiaries, and not otherwise included in clause (i) or both(ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in accordance clauses (iv) and (vii) below); provided, however, that with Section 2.13 respect to any proceeds of insurance, condemnation awards (or upon payments in lieu thereof) or indemnity payments, at the establishment election of the Incremental Term Facility in accordance with Section 2.14, Borrower (as notified by the Company shall immediately prepay, in full, Borrower to the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest Administrative Agent on or prior to the date of receipt of such prepaymentinsurance 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 360 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or Real Property in respect of which such cash proceeds were received; and 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)(iii).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and applied 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 (vii) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied[Reserved].
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 ObligationsObligations (with no corresponding reduction of the Commitments); and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) (A) If (x) Parent, the Company Borrower or any of its Restricted their respective Subsidiaries (A) Disposes of any property or assets (other than any deemed Disposition referred (1) to in a Loan Party or (2) by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party) pursuant to Section 7.08(c7.05(j), (l), (o) or (Bp), or (y) suffers an any Casualty Event occurs, and the transactions or series of Loss, related transactions described in each case, which results this clause (A) result in the realization receipt by such Person Parent, the Borrower and the Subsidiaries of Net Cash ProceedsProceeds (any such transaction or series of related transactions being a “Relevant Transaction”), the Company Borrower shall prepay, immediately upon (1) give written notice to the Administrative Agent thereof promptly after the date of receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iand (2) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant except to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect extent the Borrower elects in such notice to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any a portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this accordance with Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.122.05(b)(i)(B), the Company shall Borrower shall, subject to Section 2.05(b)(vi) hereof, prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all the Net Cash Proceeds received therefrom immediately upon from such Relevant Transaction in excess of such annual limit within fifteen (15) Business Days of receipt thereof by Parent, the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase ; provided that the Borrower may use a portion of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect Collateral on a pari passu or senior basis to the first Obligations to the extent such other Indebtedness and second sentences the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeRelevant Transaction, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in each case in an aggregate amount equal not to such excess.
exceed (vii1) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments pari passu Indebtedness, the product of (x) the Revolving Credit Facility required pursuant to clause amount of such Net Cash Proceeds and (iy) or a fraction, the numerator of which is the outstanding principal amount of such other pari passu Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness, and (ii2) in the case of this Section 2.04(b)Senior Indebtedness, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Net 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 L/C Issuer or the Revolving Credit Lenders, as applicableProceeds.
Appears in 1 contract
Sources: Credit Agreement (Keyw Holding Corp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000150,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, 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 2.04(b)(i).; and
(iii) Upon the incurrence or issuance by the Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.15), the Company Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
; provided, in the case of each of clauses (iiii) Upon an increase and (ii) above, if at the time that any such prepayment would be required, the Company or any of its Restricted Subsidiaries shall be required to, or to offer to, repurchase or redeem or repay or prepay any Indebtedness (including any Incremental Facilities or Incremental Equivalent Debt) secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition, Event of Loss or incurrence or issuance of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Company (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 A Loans (but not the Revolving Credit Commitment Loans) and Other Applicable Indebtedness at such time); provided, that if no Term A Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Company may apply all such Net Cash Proceeds after the repayment of such Term A-1 LoansA Loans to repay the Other Applicable Indebtedness; provided, or bothfurther, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term A Loans and Revolving Loans (in accordance with Section 2.13 the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or upon the establishment of the Incremental Term Facility in accordance repaid with Section 2.14such Net Cash Proceeds, the Company declined amount of such Net Cash Proceeds shall immediately prepay, promptly (and in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to any event within ten (10) Business Days after the date of such prepaymentrejection) be applied to prepay the Term A Loans and Revolving Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).
(ivii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.04(b)(i) shall be applied, first, ratably to each of the Term Facilities and A Facility (to the principal repayment of installments thereof on a pro-pro rata basis basis) and any Other Applicable Indebtedness, and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(viii) Notwithstanding Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, ratably, to the Term A Facility (to the principal repayment of installments thereof on a pro rata basis) and any of Other Applicable Indebtedness and, second, to the other provisions of Revolving Credit Facility in the manner set forth in clause (i) or (iivi) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the relevant L/C Issuer or the Revolving Credit Lenders, as applicable.
(vi) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option (the “Non-Waiving Lenders”), to prepay the Incremental Term Loans held by such Non-Waiving Lenders (which prepayment shall be applied to the scheduled installments of principal of the Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to Incremental Term Lenders that are not Non-Waiving Lenders, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans, as applicable, in accordance with Section 2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (Aother than an Unrestricted MSB Subsidiary) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c)8.05) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $250,000 in the aggregate, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.03(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent Lender on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 90 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative AgentLender); 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 2.04(b)(i2.03(b)(i).
(ii) Upon the incurrence sale or issuance by the Company any Loan Party or any of its Restricted Subsidiaries (other than an Unrestricted MSB Subsidiary) of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted sales or issuances of Equity Interests to be incurred or issued pursuant to Section 7.12another Loan Party), the Company 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 Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (v) below).
(iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an increase Unrestricted MSB Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 8.02), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Lender on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 90 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.03(b) shall be applied, first, ratably to each of the Term Facilities Acquisition Loan and to the principal repayment installments thereof on a pro-rata basis in inverse order of maturity and, second, to the outstanding principal balance of the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedCommitment.
(vi) If for any reason (A) the Total aggregate face amount of all Letters of Credit issued and outstanding shall exceed the Letter of Credit Sublimit or (B) the aggregate outstanding amount of all Revolving Loans plus any outstanding Letters of Credit Outstandings (whether or not drawn) at any time exceed the Revolving Credit Facility Commitment at such time, the Company Borrower shall immediately prepay Revolving Loans and/or cash collateralize any outstanding Letters of Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowingswhether or not draw) in an aggregate amount equal to such excess.
(vii) Prepayments If for any reason during the Availability Period the aggregate outstanding amount of all Acquisition Loans at any time exceed the Revolving Credit Acquisition Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b)Commitment at such time, the Borrower shall immediately prepay Acquisition Loans in an aggregate amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at equal to such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. 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 L/C Issuer or the Revolving Credit Lenders, as applicableexcess.
Appears in 1 contract
Mandatory. (i) Within five 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 Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clause (v) below).
(ii) If the Company any Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by Sections 7.05(b), (c), (d) or (Be)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrower Agent to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrowers or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 270 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company 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 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company either Borrower or any of its Restricted their respective Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers 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 either Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of either Borrower or any of their Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the applicable Borrower (as notified by the Borrower Agent to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the applicable Borrower or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably applied first to each of the Term Facilities Facility and to the principal repayment installments thereof on in inverse order of maturity, second to the extent of any excess, to repay the Revolving Credit Loans (without a pro-rata basis andcorresponding permanent reduction in the Revolving Credit Commitment), secondand third, to the extent of any excess, to reduce the outstanding principal balance of the Second Lien Term Loan as required pursuant to Section 2.05 of the Second Lien Credit Agreement. Notwithstanding the foregoing, regardless of whether there are amounts outstanding under the Revolving Credit Facility Facility, each Term Lender having outstanding Term Loans may elect to decline its Applicable Percentage of any mandatory prepayment by notifying the Administrative Agent within three days of receipt of the notice of such prepayment. All mandatory prepayments declined in accordance with the foregoing shall be re-offered to those Term Lenders under this Agreement who have initially accepted such prepayment (such re-offer to be made to each such Term Lender based on the percentage which such Lender’s Term Loans represents of the aggregate Term Loans of all such Term Lenders who have initially accepted such prepayment). In the event of such a re-offer, the relevant Term Lenders may elect to decline, by notice to the Administrative Agent within two days of such re-offering, all of the amount of such prepayment that is re-offered to them, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans pursuant to such re-offer but was so declined shall be applied first to repay the Revolving Credit Loans (without a corresponding permanent reduction in the manner set forth Revolving Credit Commitment), second to the extent of any excess, to reduce the outstanding principal balance of the Second Lien Term Loan as required pursuant to Section 2.05 of the Second Lien Credit Agreement, and third, to the extent of any remaining funds, to the Borrowers. Any Term Lender that does not promptly notify the Administrative Agent in clause (vii) of this Section 2.04(b)accordance with the foregoing that it is declining a mandatory prepayment shall automatically be deemed to have accepted such prepayment and any re-offer in respect thereof.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: First Lien Credit Agreement (Prospect Medical Holdings Inc)
Mandatory. (i) If (1) the Company Borrower or any Restricted Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (g), (h), (i), (l), (m) (except as set forth in the proviso thereof and except to the extent such property is subject to a mortgage in Section 7.08(cfavor of the Secured Term Loan Agent), (n), (o), (p), (q) or (t)) or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds above the amount of Net Proceeds which are required to be used pursuant to the Secured Term Facility Documentation (as in effect on the Closing Date or as may be amended in a manner not materially adverse to the Lenders) to prepay the Secured Term Loan Facility as a result of the consummation of such Disposition, 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 Proceeds, the Company shall prepay, immediately upon receipt thereof by such Personsubject 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 which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)received.
(ii) Upon If the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of Subsidiary incurs or issues any Indebtedness after the Closing Date (other than any Indebtedness expressly permitted to be incurred or issued A) pursuant to Section 7.127.03(r)(y)(B), 7.03(s) or 7.03(v) or (B) constituting any Demand Securities, the Company Borrower shall prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon on or prior to the date which is five (5) Business Days after the receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary of such Net Proceeds.
(iii) Upon If Holdings or the Borrower receives Net Proceeds from to the sale of any public offering of Equity Interests (other than Disqualified Equity Interests) of Holdings or the Borrower, the Borrower shall cause to be prepaid an increase aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the Revolving Credit Commitment date which is five (5) Business Days after the receipt by Holdings or Term A-1 the Borrower of such Net Proceeds.
(iv) If the Acquisition Conditions are not satisfied, or the Acquisition is not consummated, in each case on or prior to the date that is five (5) Business Days after the Closing Date, the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or both, payable hereunder or under any other Loan Document shall become immediately due and payable.
(v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (iii) of this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest 2.05(b) at least three (3) Business Days prior to the date of such prepayment.
(iv) . Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause prepayment to be applied to prepay Loans on such date is less than or equal to $50,000,000, made by the Company may defer such Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part notice and of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment ▇▇▇▇▇▇’s Pro Rata Share of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedprepayment.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Form 8 K
Mandatory. (i) If the Company Holdings or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in permitted by Section 7.08(c7.05(b), Section 7.05(d) or Section 7.05(e)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, prepay an aggregate principal amount of Revolving Credit Loans equal to such Net Cash Proceeds immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Holdings or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating long-term productive assets of the type used in the business of the Borrower so long as within 365 forty-five (45) days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided provided, further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Revolving Credit Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries occurrence of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)Termination Event, the Company Borrower shall prepay an aggregate principal amount of the Revolving Credit Loans equal to 100% of all the Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Holdings or such Restricted Subsidiaryany of its Subsidiaries.
(iii) Upon an increase any Extraordinary Receipt received by or paid to or for the account of the Revolving Credit Commitment Holdings or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b)its Subsidiaries, so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would not otherwise be required to be made pursuant to included in clause (i) or (ii) of this Section 2.04(b), the Borrower shall prepay an aggregate principal amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject equal to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary; provided that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and other amountsso long as no Default shall have occurred and be continuing, as applicableHoldings or such Subsidiary may apply within forty-five (45) days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or Real Property of the Project; and provided, further, that are required to any cash proceeds not so applied shall be immediately applied to prepay the prepayment of the Revolving Credit Loans under as set forth in this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v2.04(b)(iii)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans 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.
(viiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; Obligations and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b)fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full 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 amount being, collectively, the “Reduction Amount”) may ), and the Revolving Credit Facility shall be retained automatically and permanently reduced by the Company for use Reduction Amount as set forth in the ordinary course of its businessSection 2.05(b). 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, not later than three Business Days after the Company date of receipt of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from:
(A) Disposes the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any deemed Disposition referred property or assets expressly permitted to in Section 7.08(cbe sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e));
(B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.12clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xiii) or (xiv) of Section 5.02(b)); and
(C) the Company issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom immediately upon receipt thereof in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Company Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Restricted Subsidiary.
Net Cash Proceeds in excess of $200,000,000; and (iiiz) Upon an increase 50% of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment amount of the Incremental Term Facility Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in accordance with Section 2.14subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Company shall immediately prepay, in full, the Outstanding Amount Borrower has a Leverage Ratio of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) less than 2.75:1.00. Each prepayment of Loans advances required to be made pursuant to the foregoing provisions of this Section 2.04(b) subclause (other than pursuant to clause (iii) of this Section 2.04(b)i) shall first be appliedapplied on a pro rata basis between the Term Facilities, first, ratably and with respect to each of Term Facility, applied on a pro rata basis against the Term Facilities and to the respective principal repayment installments thereof on a pro-rata basis andthereof, second, and thereafter applied to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b2.06(b).
(vii) Notwithstanding any The Borrower shall, on each Business Day, prepay an aggregate principal amount of the other provisions Revolving Credit Advances comprising part of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b)the same Borrowings, the aggregate Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount of Net into the L/C Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or Collateral Account equal to $50,000,000, the Company may defer such prepayment until amount by which (A) the first date on which sum of (1) the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the principal amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed Advances, Letter of Credit Advances and Swing Line Advances outstanding on such Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility at on such timeBusiness Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iii) The Borrower shall, on each Business Day, pay to the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize Administrative Agent for deposit into the L/C Obligations (other than Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C BorrowingsCash Collateral Account on such Business Day to equal the amount by which (A) in an the aggregate amount equal 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 excessBusiness Day).
(viiiv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.04(b2.06(b), first, shall be applied ratably to the L/C Borrowingsprepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied ratably to the prepay Swing Line Advances outstanding Revolving Credit Loans, andat such time until all such Swing Line Advances are paid in full, third, shall be used applied to Cash Collateralize prepay Revolving Credit Advances comprising part of the remaining same Borrowings and outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C ObligationsCash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans Advances outstanding at such time and the Cash Collateralization 100% cash collateralization of the remaining L/C Obligations in full aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Letter of Credit Facility shall be automatically and permanently reduced as set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, for which funds are on deposit in the funds held as L/C Cash Collateral Account, such funds shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer Issuing Bank or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Davita Inc)
Mandatory. (i) If The Borrower shall, on the Company 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Term B Advances comprising part of the same Term B Borrowings equal to 25% of the amount of Excess Cash Flow for such Fiscal Year.
(ii) The Borrower shall, within 3 Business Days of the date of receipt (or such later date as may be specified in Section 5.2(e)(ii)) of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets (other than payments of cash or Cash Equivalents) of the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred sale, lease, transfer or other disposition of assets pursuant to in clauses (i) and (iii) through (ix) of Section 7.08(c5.2(e)) or (B) suffers an Event provided that the Borrower shall only be required, on the 180th day after the date of Loss, in each case, which results in the realization by receipt of such Person of Net Cash Proceeds, to prepay the Company shall prepayAdvances in an amount equal to the amount of such Net Cash Proceeds not reinvested in like-kind assets or fixed assets (which are used in or are useful to the business of the Borrower at such time) during such 38 40 180-day period), immediately upon receipt thereof (B) the incurrence or issuance by such Personthe Borrower or any of its Restricted Subsidiaries of any Debt (except Debt incurred or issued pursuant to clauses (i) through (iv) and clauses (vi) through (xii) of Section 5.2(b)), (C) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries and not otherwise included in clause (A) above, prepay an aggregate principal amount of Loans the Term B Advances comprising part of the same Term B Borrowings equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, that, with respect to any that if such Net Cash Proceeds described in this arise from the incurrence or issuance of Subordinated Debt pursuant to Section 2.04(b)(i5.2(b)(v), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion only 50% of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately required to be applied to the prepayment of the Loans as set forth Term B Advances in accordance with this Section 2.04(b)(iclause (b)(ii).
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)The Borrower shall, the Company shall on each Business Day, prepay an aggregate principal amount of Loans 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 received therefrom immediately upon receipt thereof by Letters of Credit then outstanding exceeds (B) the Company or such Restricted Subsidiary.
(iii) Upon an increase lesser of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon Facility and the establishment Loan Value of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of Eligible Collateral on such prepaymentBusiness Day.
(iv) Each prepayment of Loans pursuant The Borrower shall, on each Business Day, pay to the foregoing provisions 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 this Section 2.04(b) (other than pursuant to clause (iii) all Letters of this Section 2.04(b)) shall be applied, first, ratably to each Credit then outstanding exceeds the Letter of the Term Facilities 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 (vii) of this Section 2.04(b)on such Business Day.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, clause (iii) or (iv) above shall be first applied ratably to prepay Letter of Credit Advances then outstanding until such Advances are paid in full and second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and third deposited in the L/C Borrowings, second, shall be applied ratably Collateral Account 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 cash collateralize 100% of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization Available Amount of the remaining L/C Obligations in full (the sum Letters of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessCredit then outstanding. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which 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 are on deposit in the L/C Issuer Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or the Revolving Credit Lenders, as applicable.
(vi) Anything contained in this Section 2.6(b) to the contrary notwithstanding, (A) if, following the occurrence of any "Asset Sale" (as such term is defined in any Indenture, if applicable) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as such term is defined in such Indenture, if applicable) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an "Asset Sale Offer" (as such term is defined in such Indenture, if applicable) in connection with such "Asset Sale," and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Proceeds" at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "Net Proceeds," and, within 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the payment of the Advances in the manner set forth in Section 2.6(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer."
(vii) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.
Appears in 1 contract
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with With respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence non-ordinary course sale or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted to be incurred or issued it being understood that the issuance of stock-based compensation, stock options and equity issuances pursuant to Section 7.12)stock plans shall be excluded) after October 31, 2007, (x) if such sale or issuance is consummated prior to the funding of the Term Loan, the Aggregate Commitments shall be permanently reduced and (y) if such sale or issuance is consummated after the funding of the Term Loan, the Company shall prepay the Loans, in each case, in 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 SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below).
(ii) With respect to any incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness pursuant to Section 7.03(i) after October 31, 2007, (x) if such incurrence or issuance is consummated prior to the funding of the Term Loan, the Aggregate Commitments shall be permanently reduced and (y) if such incurrence or issuance is consummated after the funding of the Term Loan, the Company shall prepay the Loans, in each case, in an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (iii) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably applied to each the outstanding principal amount of the Term Facilities Loan (and to the principal repayment installments thereof on a pro-rata basis and, secondextent received prior to the funding of the Term Loan, to the Revolving Credit Facility permanent reduction of the Aggregate Commitments) in accordance with the manner set forth in clause (vii) terms of this Section 2.04(b)Agreement.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Perkinelmer Inc)
Mandatory. (i) If No later than 15 days after any other date on which the Company Borrower or any of its Restricted Subsidiaries the Seller becomes aware or is informed by the Administrative Agent that a Borrowing Base Deficit exists on such date, the Borrower shall either, in Borrower’s option, (A) Disposes of any property prepay without premium or penalty (other than any deemed Disposition referred to except as set forth in Section 7.08(c)8.1 below) the Obligations in an amount equal to the Mandatory Payment Amount or (B) suffers take such other corrective actions as may be necessary to cure the Borrowing Base Deficit.
(ii) If after the Closing Date the Borrower shall (x) issue any new equity securities or (y) incur or assume any Permitted Subordinated Debt at a time when an Early Amortization Event is continuing, the Borrower shall promptly notify the Administrative Agent of Lossthe estimated Net Cash Proceeds of such issuance, in each case, which results in incurrence or assumption to be received by or for the realization account of the Borrower. Promptly upon receipt by such Person the Borrower of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% Proceeds of such issuance, incurrence or assumption (other than the Net Cash Proceeds whichfrom the incurrence of Permitted Subordinated Debt while an Early Amortization Event is not occurring, the proceeds of which the Borrower may put to any purpose, including, without limitation the payment of distributions, dividends, or payments to the Seller or any other Person) the Borrower shall prepay without premium or penalty (except as set forth in Section 8.1 below) the Obligations in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt amount of such Net Cash Proceeds), and so long as .
(iii) To the extent no Default shall have occurred and be continuing, Replacement Units are either (a) purchased with the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (as applicable) provided for in operating assets so long Section 6.13(d), or (b) contractually committed to be purchased with the Net Cash Proceeds from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (as within applicable) provided for in Section 6.13(d), the Borrower shall, immediately after such 365 days after or 30 day period, as applicable, prepay without premium or penalty (except as set forth in Section 8.1 below) the receipt Obligations in the amount of such Net Cash Proceeds, such reinvestment shall have been consummated (Event of Loss Proceeds or excess proceeds, as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentapplicable.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of under this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.6(b) shall be applied, first, ratably to each made by the payment of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required amount to be made pursuant to clause prepaid (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to which shall be applied to prepay the outstanding Term ‑42‑ Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ipaid in full) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject accrued interest thereon to the fulfillment date of prepayment together with any amounts due the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default Lenders under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied8.1.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or 7.05(p)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(i) that have not been used any event within five Business Days, after actual receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the actual receipt of such Net Cash Proceeds, Proceeds such reinvestment shall have been consummated completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as certified by such binding commitment is entered into within 12 months after the Company in writing actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the Administrative Agentnext succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not so reinvested applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied ratably to each of the Term Facilities A Loans then outstanding and to the principal repayment installments thereof on a pro-rata basis and, second, to as directed by the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Borrower.
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment (or waiver in accordance with Section 10.01) of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (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 prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartyBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Valvoline Inc)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company 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 Company Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on a pro-rata basis the Maturity Date with respect to the Term Facility) in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(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 $50,000,0001,000,000, the Company 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), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0001,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason (x) prior to the satisfaction of the Burnoff Condition, the Total Revolving Credit Outstandings at any time exceed the lesser of the sum of the Loan Values of the Eligible Collateral at such time and the Revolving Credit Facility at such time and (y) thereafter, the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company 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.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Gsi Group Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (including any Disposition made under Section 7.05(f) but excluding any other than any deemed Disposition referred to in permitted under Section 7.08(c)7.05) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $15,000,000 in the aggregate for all such Dispositions, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds which, in and (B) the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated or a letter of intent or purchase agreement shall have been signed (in either case, as certified reported in a notice provided by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such agreement or letter or so reinvested shall be immediately promptly applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to the lessor of (A) 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary and (B) the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(bsubclauses (i) — (other than pursuant to clause (iiiii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably applied to each of the Term Facilities Facility and to the regular amortization principal repayment installments thereof on a pro-rata basis andbasis. Subject to Section 2.15, second, such prepayments shall be paid to the Revolving Credit Facility Term Lenders in accordance with their respective Applicable Percentages in respect of the manner set forth in clause (vii) of this Section 2.04(b)Term Facility.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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; provided, however, 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 of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.
(viiv) Prepayments Except as otherwise provided in Section 2.15, prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Integra Lifesciences Holdings Corp)
Mandatory. (i) [Reserved];
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (Bp) suffers an Event of Loss, in each case, or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin five (5) that have not been used Business Days receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 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 reinvestment 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 Company 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 2.04(b)(i2.05(b)(ii). AmericasActive:16021031.13
(iii) [Intentionally Omitted].
(iiiv) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers 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 such Loan Party or such Restricted SubsidiarySubsidiary (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) Upon or (iv) of this Section 2.05(b), the Borrowers shall prepay an increase 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 Revolving Credit Commitment Borrowers (as notified by the Borrowers to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the next four (4) principal repayment installments thereof 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-pro rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(vvii) Notwithstanding any of the other provisions of clause this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) 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 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 AmericasActive:16021031.13 local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash Proceeds 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 Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery Event 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 an amount equal to the Net Cash Proceeds so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(gclause (ii) on or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any before that date on which a prepayment any such Net Cash Proceed so retained would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are have been required to be applied to prepay Loans under this prepayments pursuant to Section 2.04(b) 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds has been received by the Borrowers (without giving effect to the first and second sentences net of this clause (vadditional taxes that would be payable had such amounts actually been repatriated)) but which have not previously been so applied.
(viviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).
Appears in 1 contract
Mandatory. (i) If In the Company event of any Disposition (whether voluntary or involuntary) of Property of the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred as permitted pursuant to in Section 7.08(c)7.12(a) or (Bc) suffers an Event or involving any portion of Loss, in each case, which the Trinidad Interest) that results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in excess of $1,000,000 in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iaggregate, (x) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(iBorrower shall promptly notify the Investors of such proposed Disposition, (y) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the Priority Date, promptly on receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, by the Company Borrower or such Restricted its Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after excess of $1,000,000 in the receipt of aggregate, remit such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing funds to the Administrative Agent); ▇▇▇▇▇▇ DIP Agent for application (or to be held as cash collateral) to the Pre-Petition Obligations and provided further, however, that the obligations under the ▇▇▇▇▇▇ DIP Loan Documents in accordance with the provisions of the ▇▇▇▇▇▇ DIP Loan Agreement and the ▇▇▇▇▇▇ Financing Order and (z) thereafter any such remaining Net Cash Proceeds not so reinvested in excess of $1,000,000 in the aggregate shall be immediately applied remitted to the prepayment of Investors for application to the Loans as set forth Term Loan Obligations in this accordance with Section 2.04(b)(i3.5(b).
(ii) Upon In the incurrence event of any Disposition (whether voluntary or issuance involuntary) of any portion of the Trinidad Interest, but which does not constitute a Trinidad Sale, (x) the Borrower shall promptly notify the Investors of such proposed Disposition and (y) upon the consummation thereof, at the direction of the Required Investors, cause all proceeds thereof to be retained by the Company Trinidad Parties, used to repay the Ex-Im Bank Indebtedness or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted remitted to be incurred or issued pursuant the Investors for application to the Term Loan Obligations in accordance with Section 7.123.5(b), 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.
(iii) Upon an increase In the event of any Trinidad Sale, (x) the Revolving Credit Commitment or Term A-1 LoansBorrower shall give the Investors at least ten Business Days' prior notice of its entering into any agreement therefor; it being agreed that the Borrower shall comply with Section 7.28 hereof and (y) upon the consummation of such Trinidad Sale, or bothall Net Cash Proceeds shall immediately be remitted to the Investors, to be applied by the Investors to the Terms Loan Obligations (including the lost opportunity commitment fee referenced in Section 3.3) in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment3.5(b) hereof.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Supplemental Post Petition Credit Agreement (Mississippi Chemical Corp /MS/)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excessexcess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(viiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iii) If after the Closing Date a member of the Borrower Group conveys, sells, leases (including via sublease), transfers or otherwise disposes of (1)(A) its direct or indirect beneficial ownership interests in any Designated Property Operating Entity or (B) all or substantially all of the assets of a Designated Property Operating Entity or (2)
(A) its direct or indirect beneficial ownership interests in any Non-Designated Property Operating Entity or (B) all or substantially all of the assets of a Non-Designated Property Operating Entity, in each case whether in a single transaction or a related series of transactions (any such conveyance, sale, lease, transfer or other disposition described in clause (1) or (2), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds from such Specified Disposition by the Borrower Group, (x) in the case of a Specified Disposition described in clause (1) above, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group and
Appears in 1 contract
Sources: Credit Agreement
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than any deemed in connection with an Asset Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $50,000,000 for such transaction (or series of related transactions), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under an Asset Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsAsset Disposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets performing the same or a similar function or otherwise used in the business of such Loan Party or any Subsidiary so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested (or subject to a definitive agreement to be reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05(b)(i) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default or (y) the expiration of such 365 day period.
(ii) [reserved];
(iii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness expressly Debt permitted to be incurred under Sections 7.01 (a) — (n)) resulting in receipt by such Loan Party or issued pursuant to Section 7.12Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such incurrence or issuance (or series of related incurrences or issuances), the Company Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (iv) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment of Loans All amounts required to be paid pursuant to the foregoing provisions of this Section 2.04(b2.05(b)(i) (other than pursuant to clause and (iii) of this Section 2.04(b)) shall be applied, first, applied pro rata to each Class of Term Loans (ratably to the remaining principal amortization payments of each of the Term Facilities 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 (vii) of this Section 2.04(bsuch Loan).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If Upon any sale, transfer or other disposition of any assets or property by the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsRegulated Subsidiary, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company Borrower shall prepay an aggregate principal amount of Loans the Advances equal to 100% of all the Net Cash Proceeds received therefrom immediately promptly upon receipt thereof by the Company Borrower or such Restricted Regulated Subsidiary.
; provided that the foregoing shall not apply to (iiii) Upon an increase any sale, transfer or other disposition of any asset or property of the Revolving Credit Commitment Borrower or Term A-1 Loansany Regulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), 5.02(e)(vii) or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i5.02(e)(viii) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h)any Equity Interests in, or Event of Default shall have occurred and be continuingassets or property of, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b)Mountaineer Gas; provided further notwithstanding the foregoing, the aggregate amount Borrower and its Regulated Subsidiaries shall be entitled to retain the first $100,000,000 of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000from any other sale, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds transfer or other amounts otherwise required under clause (i) or (ii) disposition in respect of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to assets or property of the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) Borrower or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds its Regulated Subsidiaries received by the Company Borrower and other amounts, as applicable, that are its Regulated Subsidiaries in the aggregate and shall not be required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timerepay Term Advances, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or or Revolving Advances or Cash Collateralize L/C Obligations pursuant to this Section 2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied first, to repay Term Advances outstanding at such time until all such Term Advances are paid in full, second, to repay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, third, to repay Revolving Advances outstanding at such time until all such Revolving Advances are paid in full, fourth, to Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, Cash Collateralization amounts being the “Reduction Amount”) 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 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 L/C Issuer or the Revolving Credit Lenders, as applicable).
Appears in 1 contract
Mandatory. (i) If the Company US Borrower or any of its Restricted Subsidiaries (A) Subsidiary Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f),7.05(g) or (B7.05(h) suffers an Event or any property that is not permitted to be Disposed of Lossby the Loan Documents, in each case, which Disposition results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or if less, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iOutstanding Amount of the Term Loans) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (ii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company US Borrower (as notified by the Company US Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 365 270 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company US Borrower in writing to the Administrative Agent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as a permitted application of such Net Cash Proceeds so long as such Net Cash Proceeds shall have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any Each prepayment of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued Term Loans pursuant to Section 7.12), 2.05(b)(i) shall be applied ratably to 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 SubsidiaryTerm Aggregate Commitments.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit Facility Aggregate Commitments and (B) the Revolving Credit Availability Amount at such time, the Company 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.
(vii) Prepayments of the Revolving Credit Facility made pursuant . The Administrative Agent may, at any time and from time to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum initial deposit of such prepayment amountsCash Collateral, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit request that has been Cash Collateralized, the funds held as additional Cash Collateral shall be applied (without any further action by or notice provided in order to or from protect against the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableresults of exchange rate fluctuations.
Appears in 1 contract
Sources: Credit Agreement (USD Partners LP)
Mandatory. (i) [Reserved];
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (Bp) suffers an Event of Loss, in each case, or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin five (5) that have not been used Business Days receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 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 reinvestment 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 Company Borrowers in writing to the Administrative 66 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 2.04(b)(i2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers 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 such Loan Party or such Restricted SubsidiarySubsidiary (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) Upon or (iv) of this Section 2.05(b), the Borrowers shall prepay an increase 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 Revolving Credit Commitment Borrowers (as notified by the Borrowers to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the next four (4) principal repayment installments thereof 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-pro rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(vvii) Notwithstanding any of the other provisions of clause this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) 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 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 is permitted under the applicable local law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation becomes so permitted) 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 Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery Event would have a material adverse tax cost or 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 an amount equal to the Net Cash Proceeds so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(gclause (ii) on or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any before that date on which a prepayment any such Net Cash Proceed so retained would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are have been required to be applied to prepay Loans under prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). Nothing in this Section 2.04(b2.05(b)(vii) (without giving effect shall require the Borrowers to cause any amounts to be actually repatriated to the first and second sentences United States (whether or not such amounts are used in or excluded from the determination of this clause (vthe amount of any mandatory prepayment hereunder)) but which have not previously been so applied.
(viviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company 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.
(viiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05 (a), (b), (c), (d), (e), (h) or (Bm)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) below), exceeds $50,000,000without a corresponding permanent reduction in Commitments; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to make any Permitted Acquisition so long as within 365 270 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05(b)(i) at the end of such 270 day period.
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any senior secured Indebtedness (other than any senior secured Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)7.02, the Company 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 Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (v) below), with a corresponding permanent reduction in Commitments.
(iii) Upon an increase any Extraordinary Receipt received by or paid to or for the account of the Revolving Credit Commitment Borrower or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.04(b2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below), without a corresponding permanent reduction in Commitments; provided, however, that 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 cash proceeds), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifthe Borrower or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, on fixed assets or real property in respect of which such cash proceeds were received, reinvest in other operating assets or make any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b)Permitted Acquisition; and provided, the aggregate amount of Net Cash Proceeds required by such clause to further, however, that any cash proceeds not so applied shall be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 Loans as set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon 2.05(b)(iii) at the occurrence end of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral 270 day period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Revolving Credit Facility at Aggregate Commitments then in effect, then, within two Business Days after receipt of such timenotice, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or the Borrower shall Cash Collateralize the L/C Obligations (other than 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C BorrowingsObligations pursuant to this Section 2.05(b)(v) unless after the prepayment in an aggregate amount equal to such excessfull of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(viiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, but only in the case of prepayments under clause (ii) above, 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) or (iiiii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and and, in the case of clause (ii) above, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as in the Cash Collateral Account shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Patriot Coal CORP)
Mandatory. (i) If The Borrower shall, on the Company or any earlier of its Restricted Subsidiaries (A) Disposes the third Business Day following each date on which the Parent Guarantor delivers the audited Consolidated financial statements of any property (other than any deemed Disposition referred the Parent Guarantor and its Subsidiaries pursuant to in Section 7.08(c)5.03(d) or and (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 96 days after the receipt end of such Net Cash Proceedseach Fiscal Year, such reinvestment shall have been consummated (as certified by commencing with the Company in writing to the Administrative Agent); and provided furtherFiscal Year ended February 27, however1999, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 10050% of all Net the remainder of (1) Excess Cash Proceeds received therefrom immediately upon receipt Flow for such Fiscal Year minus (2) $500,000. Each such prepayment shall be applied ratably to the Funded Facilities and to the principal installments thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or bothfirst, in accordance with Section 2.13 or upon order of maturity to the establishment of principal installments that are due within the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to 12 months following the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, firstand second, ratably to each the remaining principal installments thereof. To the extent that no Advances in respect of the Term Funded Facilities and remain outstanding, prepayments shall be applied permanently to reduce the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner Unfunded Facilities as set forth in clause (vii) of this Section 2.04(b)below.
(ii) The Borrower shall, on the date of receipt of the 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 clause (i), (ii), (iii) or (v) Notwithstanding of Section 5.02(d)), (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 clause (i), (ii), (iii) and (iv) of Section 5.02(b)), (C) the sale or issuance by any Loan Party or any of its Subsidiaries of any capital stock (or other equity or ownership or profit interest), any securities convertible into or exchangeable for any capital stock (or other equity or ownership or profit interest) or any warrants, rights or options to
(1) to any of the other provisions Childs Investors or (2) to any of the Equity Investors in consideration for any capital contribution made thereby in cash pursuant to Section 5.02(e)(viii)) and (D) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (iA), (B) or (iiC) above, prepay an aggregate principal amount of this Section 2.04(b)the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds; provided that, so long as no Default under Section 8.01(b), Section 8.01(g6.01(a) or Section 8.01(h), 6.01(f) or Event of Default shall have has occurred and be is continuing, if, on the Borrower may defer making any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of under this Section 2.04(b), 2.06(b)(ii) until the aggregate amount of Net Cash Proceeds required received by the Loan Parties and their Subsidiaries under this Section 2.06(b)(ii), whether as a result of one or more transactions covered hereby, equals at least $1,000,000 (although during such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000deferral period, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans Working Capital Advances and may, subject to the fulfillment of the applicable conditions set forth in Article VSection 3.02, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.06). Upon ; provided, however, that, upon the occurrence of a Default under Section 8.01(b), Section 8.01(g6.01(a) or Section 8.01(h), 6.01(f) or an Event of Default during any such deferral periodDefault, the Company Borrower shall immediately prepay the Loans Advances in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, Borrower that are required to be applied to prepay Loans under Advances by this Section 2.04(b) 2.06 (without giving effect to the first and second sentences of this clause (v)immediately preceding proviso) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at . Each such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, prepayment shall be applied ratably to the L/C BorrowingsFunded Facilities and to the principal installments thereof first, in order of maturity to the principal installments that are due within the 12 months following the date of such prepayment, and second, ratably to the remaining principal installments thereof. To the extent that no Advances in respect of the Funded Facilities remain outstanding, prepayments shall be applied ratably permanently to reduce the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, Unfunded Facilities as set forth in the case of prepayments clause (vii) below.
(iii) Notwithstanding any of the Revolving Credit Facility required pursuant to clause (i) or (ii) other provisions of this Section 2.04(b2.06,
(A) if, following the occurrence of any "Asset Sale" (as defined in the indenture for the Subordinated Notes), the Borrower is required to commit by a particular date (a "Commitment Date") to apply or to cause any of its Subsidiaries to apply an amount remainingequal to any of the "Net Proceeds" (as defined in the indenture for the Subordinated Notes) thereof in a particular manner, if anyor to apply or to cause any of its Subsidiaries to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, after in either case in order to excuse the prepayment in full Borrower from being required to make an offer to redeem or to repurchase all or a portion of all L/C Borrowings and Revolving Credit Loans outstanding at the Subordinated Notes as a result of such time "Asset Sale", and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsBorrower shall have failed to so commit or to so apply, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course or to have caused any of its business. Upon Subsidiaries to so commit or to so apply, an amount equal to such "Net Proceeds" at least 30 days before 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 L/C Issuer Commitment Date or the Revolving Credit LendersApplication Date, as applicable.the case may be, or
Appears in 1 contract
Mandatory. (i) If after the Company Closing Date (x) the Parent or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than including any deemed Disposition referred of any property permitted under Section 7.15 but excluding any Disposition of any property permitted by Section 7.05(a), 7.05(b), 7.05(c), 7.05(d) (but only to in Section 7.08(cthe extent the applicable proceeds are applied as required by such 7.05(d)), 7.05(f), 7.05(g) (to the extent constituting a Disposition to a Loan Party), 7.05(j), 7.05(k), 7.05(l) (to the extent permitted under clause (i) thereof), 7.05(m),7.05(o)or 7.05(p)) or (By) suffers an any Casualty Event of Loss, in each case, occurs which results in the realization by such Person of Net Cash Proceeds, the Company Parent shall prepay, immediately upon prepay on or prior to the date that is ten (10) Business Days after the date of realization or receipt thereof by of such PersonNet Cash Proceeds, an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Parent (as notified by the Company Parent to the Administrative Agent on or prior to the within ten (10) Business Days after receipt of such the Net Cash ProceedsProceeds therefrom), and so long as no Default shall have occurred and be continuing, the Company Parent or such Restricted Domestic Subsidiary may reinvest use all or any portion of such Net Cash Proceeds to (x) reinvest in operating assets (other than inventory and financial assets) to be used in the business of the Parent or any Domestic Subsidiary or (y) acquire the Equity Interests of any Person that, upon the acquisition thereof, will be a Domestic Subsidiary of the Parent (to the extent such acquisition is otherwise permitted pursuant to Section 7.03), so long as within 365 days after the receipt of such Net Cash Proceeds, Proceeds such reinvestment purchase shall have been consummated (as certified by the Company Parent in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested applied within such 365 day period after the receipt of such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05(b)(i) and no prepayment shall be required with respect to any such Net Cash Proceeds so reinvested.
(ii) Upon the sale or issuance by the Parent or any of its Domestic Subsidiaries of any of its Equity Interests (other than (x) Excluded Issuances, (y) sales or issuances of Equity Interests to the Parent or another Domestic Subsidiary or (z) sales or issuances by the Parent of its Equity Interests (other than Disqualified Equity Interests) to the extent the net proceeds thereof are used by the later of (x) the date that is 5 Business Days after the closing of such sale or issuance or (y) the date of the closing of the announced transaction (to the extent such transaction has been announced) associated with such sale or issuance (which transaction shall be of the type described in the following clause (2)) to make (1) cash payments described in Section 7.06(b)(vi)) or (2) Investments permitted pursuant to Section 7.03(j), the Parent shall prepay an aggregate principal amount of Term A Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Domestic Subsidiary.
(iii) Upon the incurrence or issuance by the Company Parent or any of its Restricted Domestic Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Parent shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Parent or such Restricted Domestic Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and (x) applied to the principal repayment installments thereof of the Term A Facility on a pro-rata basis andor, if directed by the Parent, first to the next four principal repayment installments thereof in forward order of maturity, and second, on a pro-rata basis to the Revolving Credit Facility remaining principal repayment installments thereof and (y) paid to the Lenders in accordance with their respective Applicable Percentages in respect of the manner set forth in clause (vii) of this Section 2.04(b)Term A Facility.
(v) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $50,000,0005,000,000, the Company Parent 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 (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans exceeds $50,000,0005,000,000. During such deferral period the Company Parent may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and the Co-Borrowers may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence and during the continuance of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company Parent shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Company Parent (or its Domestic Subsidiary) and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vi) The Parent shall notify the Administrative Agent in writing of any mandatory prepayment of Term A Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b), at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and the Co-Borrower making such prepayment and shall provide, a reasonably detailed calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be. The Administrative Agent will promptly notify each Term A Lender of the contents of the Co-Borrowers’ prepayment notice and of such Term A Lender’s Applicable Percentage of the prepayment.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Co-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; provided that the Co-Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. If the Administrative Agent notifies the Parent at any time that the Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Co-Borrowers shall prepay Multicurrency Revolving Credit Loans in an aggregate amount sufficient to reduce such Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
(viiviii) Prepayments of the Multicurrency Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Multicurrency Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Co-Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the US Dollar Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding US Dollar Revolving Credit Loans.
Appears in 1 contract
Mandatory. (i) [Reserved].
(ii) If following the Closing Date the Reporting Company or any of its Restricted Subsidiaries (A) Disposes makes a Disposition of any property (other than any deemed Disposition referred to in Section 7.08(c)of any property permitted by Sections 7.05(a)-7.05(m) or (Bp) suffers an Event of Loss, in each case, or (q)) which results in the realization by such Person of Net Cash Proceeds, the Reporting Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Reporting Company (as notified by the Reporting Company to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Reporting Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets the business of the Consolidated Group so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Reporting Company 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 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Reporting Company or any of its Restricted Subsidiaries of any Indebtedness after the Closing Date (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Reporting Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Reporting Company or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Reporting Company or any of its Subsidiaries after the Closing Date, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Reporting Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Reporting Company or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Reporting Company (as notified by the Reporting Company to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Reporting Company or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied ratably to each of the Term Facilities A Facility, the Term B Facility, other than during the Capital Funds Period, and the Term A-1 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 (vii) of this Section 2.04(b)basis.
(vvi) Notwithstanding any of the other provisions of clause (iii), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(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 (iii), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $50,000,0005,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (iii), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Term Loans exceeds $50,000,0005,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company shall immediately prepay the Term Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Term Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total U.S. Revolving Credit Outstandings at any time exceed the U.S. Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay U.S. Revolving Credit Loans in an aggregate amount equal to such excess.
(A) If for any reason the Total Multicurrency Revolving Credit Outstandings at any time exceed the Multicurrency Revolving Credit Facility at such time, the Borrowers shall immediately prepay Multicurrency 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 excessexcess and (B) if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two 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.
(viiix) Prepayments Notwithstanding any other provisions of this Section 2.05 mandatory prepayments arising from the receipt of Net Cash Proceeds from any Disposition or Extraordinary Receipts by any Foreign Subsidiary pursuant to Section 2.05(b)(ii) or (iv) (each, a “Foreign Disposition”) shall not be required (1) to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of such Foreign Disposition or Extraordinary Receipts (or the repatriation of funds to effect such payment) would give rise to a material adverse tax consequence (as reasonably determined by the Reporting Company), (2) without duplication (including with respect to any reduction set forth in the definitions of Net Cash Proceeds, Extraordinary Receipts or Excess Cash Flow), to the extent such amounts have been applied to voluntarily prepay any Indebtedness of any Foreign Subsidiary or to the extent such Foreign Subsidiary has reinvested such amounts in its business or the business of the Revolving Credit Facility made Reporting Company or its Subsidiaries, provided that no such prepayments and no such reinvestments shall be permitted at the time a Default or Event of Default shall then be continuing or (3) so long as the applicable local Laws will not permit repatriation thereof to the United States (the Reporting Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local Laws to permit such repatriation); provided that if such repatriation of any such affected Net Cash Proceeds or Foreign Excess Cash Flow is later permitted under applicable Laws, unless such amounts have previously been applied to prepayments or reinvestments to the extent permitted by clause (2) above, such repatriation will, subject to clause (1) above, be effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, as applicable, will be promptly after such repatriation applied to the repayment of the Term Loans pursuant to this Section 2.04(b), first, shall be applied ratably 2.05(b) to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableextent provided herein.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
Mandatory. (i) If the Company (x) any Credit Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cexpressly permitted by Subsections 7.05(a) through (i) and (k)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds or (y) there is a disposition of real property which any Credit Party manages or operates pursuant to an Exclusive Management Agreement but does not own, to the extent such disposition results in the realization by any Credit Party or any of its Subsidiaries of Net Cash Proceeds, from all such dispositions, in excess of $10,000,000 in the Company immediately preceding 365 days, the Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iv) and (vi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Credit Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 365 180 days after the receipt of such Net Cash Proceeds, (A) such reinvestment purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent)) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the date of such agreement shall have been entered into; and provided further, however, that any Net Cash Proceeds not (1) so reinvested shall or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Company Partnership or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.12the Partnership’s Long Term Incentive Plan), the Company Borrowers 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 Partnership or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the Revolving proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Commitment Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or Term A-1 Loansprior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iii) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or bothreimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (iv) and (vi) below), and provided further, that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.05(b)(i), (ii) (other than pursuant to clause or (iii) of this Section 2.04(b)) shall be applied, first, ratably to each the remaining Scheduled Repayments in respect of all Acquisition Draws in inverse order of maturity (and inverse order of the Term Facilities and date of each draw to the principal repayment installments thereof on a pro-rata basis andextent any two or more Acquisition Draws have any identical maturity dates), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)any Swing Line Loans and third, to outstanding Working Capital Draws.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Aggregate Commitments at such timetime or the Total Working Capital Outstandings at any time exceed the Borrowing Base, the Company 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) and Swing Line Loans in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility Subject to clause (iv) above, prepayments made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 ObligationsObligations and Swing Line Loans; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations and Swing Line Loans in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableapplicable and upon nonpayment of a Swing Line Loan in accordance with the terms hereof, funds on deposit as Cash Collateral for Swing Line Loans shall be applied to repay and reimburse the Swing Line Lender.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), or (b)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin five (5) that have not been used Business Days upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), such Net Cash Proceeds will be deposited in an account of a Loan Party with the Administrative Agent and, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12the issuance of common stock upon the exercise of stock options held by employees and directors of the Borrower), the Company 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 Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iv) Upon any Extraordinary Receipt above an aggregate amount of $1,500,000 during any fiscal year, received by or paid to or for the account of the Revolving Credit Commitment Borrower or Term A-1 Loansany of its Subsidiaries, and not otherwise included in clause (ii), (iii) or both(iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five (5) Business Days upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in accordance clauses (vi) and (ix) below); provided, however, that with Section 2.13 respect to any proceeds of insurance, condemnation awards (or upon payments in lieu thereof) or indemnity payments, at the establishment election of the Incremental Term Facility in accordance with Section 2.14, Borrower (as notified by the Company shall immediately prepay, in full, Borrower to the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest Administrative Agent on or prior to the date of receipt of such prepaymentinsurance 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 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Loan and to the principal repayment installments thereof on a pro-rata basis in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for as of the last day of any reason fiscal quarter the Total Revolving Credit Outstandings at any time exceed aggregate outstanding principal amount of the Revolving Credit Facility at such timeLoans exceeds the Borrower’s Working Capital, the Company shall immediately prepay Borrower will within five (5) Business Days repay the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Notes, without penalty or premium (other than the L/C Borrowings) amounts due under Section 2.4 or Section 2.5, if applicable), in an aggregate amount equal necessary to cause the outstanding principal amount of the Revolving Credit Loans not to exceed the Borrower’s Working Capital as of the last day of such excessfiscal quarter.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, 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 (iiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (x) 50% of the amount of Excess Cash Flow for such Fiscal Year or (y) 25% of the amount of Excess Cash Flow for such Fiscal Year if the Total Leverage Ratio for such Fiscal Year is less than or equal to 2.50 to 1.00.
(ii) (A) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property or assets (other than any deemed Disposition of any property or assets permitted by Section 5.02(e)(i), (ii), (iv), (v) or (vi) and sales or issuances by the Parent of its Equity Interests referred to in Section 7.08(cclause (iii) below)) or (B) suffers an Event of Loss, in each case, which results result in the realization by such Person of Net Cash Proceeds, Proceeds received in excess of $1,500,000 in any Fiscal Year the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) immediately upon receipt thereof by such Loan Party or reinvested pursuant to the proviso set forth below, exceeds $50,000,000such Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.06(b)(ii), at the election option of the Company Borrower (as notified elected by the Company Borrower in writing to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 365 days after the following receipt of such Net Cash Proceeds, the purchase of such reinvestment assets with such proceeds shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.06.
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (TLC Vision Corp)
Mandatory. (i) If Within 90 days after each fiscal year end of the Company, to the extent the Consolidated Leverage Ratio at the end of such fiscal year was greater than 2.5 to 1.0, the Company shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow for such fiscal year over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (xi) below).
(ii) If any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred of any property permitted by Sections 7.05(b) - (j), which shall not be subject to in the terms of this Section 7.08(c)2.05(b)(ii) or (Bvii)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (xi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company (as notified by the Company to the Multicurrency Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company in writing to the Multicurrency Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Company shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (xi) below); provided that at any time the Consolidated Leverage Ratio, as of the fiscal quarter most recently ended prior to such issuance for which a Compliance [Published CUSIP Number: ____] Certificate has been delivered pursuant to Section 6.02(b), is less than 2.5 to 1.0, then such prepayment shall be equal to 25% of all Net Cash Proceeds received therefrom.
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12Sections 7.02(a)-(l)), 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 such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (xi) below).
(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) Upon an increase or (iv) of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.142.05(b), the Company shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (xi) below); provided, however, that with all accrued but unpaid interest respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, or with respect to any tax refund, at the election of the Company (as notified by the Company to the Multicurrency Administrative Agent on or prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards, indemnity payments or tax refund), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply, within 365 days after the receipt, (x) such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or (y) apply such tax refund to tax liabilities of the Loan Parties and their Subsidiaries or reinvest such tax refund in operating assets; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities B Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility and in the manner set forth in clause (viixi) of this Section 2.04(b2.05(b).
(vvii) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise shall not be required to be made pursuant to under clause (i) or (ii) of this Section 2.04(b), 2.05(b) (each an "Excluded Prepayment") (A) if the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date Excluded Prepayment is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause 1,000,000 and (iB) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by Excluded Prepayments does not exceed $5,000,000 in the aggregate. [Published CUSIP Number: ____]
(viii) If the Multicurrency Administrative Agent notifies the Company and other amounts, as applicable, at any time that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any such time exceed the Revolving Credit Facility at then in effect, then, within two Business Days after receipt of such timenotice, the Borrowers shall prepay Loans and/or the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than 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 Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C BorrowingsObligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Multicurrency Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(ix) If the Multicurrency Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Loans denominated in Foreign Currencies at such time exceeds the Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Loans in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed the Foreign Currency Sublimit then in effect.
(viix) If the applicable Administrative Agent notifies the Company at any time that the Outstanding Amount of all Australian Credit Loan or Canadian Credit Loans at such time exceeds the Australian Facility or Canadian Facility, respectively, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Australian Revolving Loans and/or Canadian Revolving Loans, as applicable, in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to the applicable Facility.
(xi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction to the Revolving Commitment to the extent the Consolidated Leverage Ratio after giving effect to such prepayment would be less than 2.00 to 1.00), and, third, with respect to prepayments pursuant to clause (viii) only, 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 (iiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the [Published CUSIP Number: ____] Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Invacare Corp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excessexcess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(viiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iii) If after the Closing Date a member of the Borrower Group conveys, sells, leases (including via sublease), transfers or otherwise disposes of (1)(A) its direct or indirect beneficial ownership interests in any Designated Property Operating Entity or (B) all or substantially all of the assets of a Designated Property Operating Entity or (2)(A) its direct or indirect beneficial ownership interests in any Non-Designated Property Operating Entity or (B) all or substantially all of the assets of a Non-Designated Property Operating Entity, in each case whether in a single transaction or a related series of transactions (any such conveyance, sale, lease, transfer or other disposition described in clause (1) or (2), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds from such Specified Disposition by the Borrower Group, (x) in the case of a Specified Disposition described in clause (1) above, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group and (y) in the case of a Specified Disposition described clause (2) above, solely to the extent then outstanding, the Revolving Loans shall be repaid in an amount (and, for the avoidance of doubt, the Revolving Commitments shall not be reduced) equal to 100% of the Net Available Proceeds of any such Specified Disposition in excess of the greater of (A) $100.0 million and (B) 5.0% of Borrower Group EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) received by the Borrower Group; provided that, solely with respect to a Specified Disposition described in clause (2) above, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Specified Disposition), the Borrower Group may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower Group (including by way of merger or Investment) (i) within 365 days following the date of receipt of such Net Available Proceeds of such Specified Disposition or (ii) if a member of the Borrower Group enters into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (i), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower Group determines not to reinvest the Net Available Proceeds from such Specified Disposition as set forth above) shall be immediately applied to the prepayment of the Revolving Loans (solely to the extent then-outstanding) as set forth in this Section 2.04(b)(iii). For the avoidance of doubt, the MGM Mirage Disposition Transaction shall not constitute a Specified Disposition and the Borrower Group shall not be required to make any mandatory prepayment or commitment reduction in connection therewith.
(iv) Within ten days after the receipt by any Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Debt Issuance. Notwithstanding the foregoing, each Revolving Lender may reject all of its pro rata share of any mandatory prepayment of Revolving Loans (and, in the case of a Specified Disposition described in Section 2.04(b)(iii)(1), a permanent reduction of its Revolving Commitment) required to be made pursuant to Section 2.04(b)(iii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such mandatory prepayment. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Revolving Loans (and, in the case of a Specified Disposition described in Section 2.04(b)(iii)(1), a permanent reduction of its Revolving Commitment) to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Company.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, on the Company applicable Prepayment Date with respect to Net Cash Proceeds by any Loan Party from (A) the sale, lease, transfer or other disposition including, without limitation, any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition sale, lease, transfer or other disposition of assets referred to in Section 7.08(cclause (i), (ii) or (iii) of the definition of Certain Permitted Dispositions), (B) suffers an Event the incurrence or issuance by any Loan Party or any of Lossits Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (C) the sale or issuance by any Loan Party or any of its Subsidiaries of any Equity Interests and (D) 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 each caseclause (A), which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, (B) or (C) above and prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings (with application to be made in accordance with clause (iv) of this Section 2.06(b)), in an aggregate amount equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt amount of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or . Each such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested prepayment shall be immediately applied to the prepayment of the Loans Revolving Credit Facility as set forth in this clause (iv) below. For the avoidance of doubt, mandatory prepayments shall not permanently reduce the Commitments except as set forth in Section 2.04(b)(i2.05(b).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)The Borrower shall, the Company shall on each Business Day, prepay an aggregate principal amount of Loans the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances (with application to be made in accordance with clause (iv) of this Section 2.06(b)) in an amount equal to 100% the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Letters of Credit then outstanding, exceeds (B) the Company or lesser of the Revolving Credit Facility and the Loan Value on such Restricted SubsidiaryBusiness Day.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 LoansThe Borrower shall, or bothon each Business Day, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest pay to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility Administrative Agent for deposit in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Borrowings) in an aggregate amount Collateral Account to equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after by which the prepayment in full aggregate Available Amount of all L/C Borrowings and Revolving Letters of Credit Loans then outstanding at such time and exceeds the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. 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 L/C Issuer or the Revolving Credit Lenders, as applicableFacility on such Business Day.
Appears in 1 contract
Sources: Credit Agreement (Building Materials Manufacturing Corp)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), ▇▇ (▇)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess for any such Disposition or series of related Dispositions of $1,000,000, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion) equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) on or reinvested pursuant prior to the proviso date that is five Business Days after the date of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Administrative Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Event of Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets useful for its business so long as within 365 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within such 270 day period shall be immediately promptly applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(v).
(ii) [Reserved].
(iii) Upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by the Company account of any Loan Party or any of its Restricted Subsidiaries Subsidiaries, and not otherwise included in clause (i) of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to this Section 7.122.05(b), the Company Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion) equal to 100% of all Net Cash Proceeds received therefrom immediately upon on the date that is five Business Days after receipt thereof by the Company such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in this Section 2.05); provided, however, that with respect to any Extraordinary Receipt, at the election of the Borrowers (as notified by the Administrative Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 270 days after the receipt of such Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets useful for its business; and provided, further, however, that any Net Cash Proceeds not so applied within such 270-day period shall be promptly applied to the prepayment of the Loans as set forth in Section 2.05(b)(v).
(iv) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”) or the Net Cash Proceeds of any Extraordinary Receipts from a Foreign Subsidiary (“Foreign Extraordinary Receipts”) are prohibited by applicable 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 in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Extraordinary Receipts would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the immediately following four (4) principal repayment installments thereof in direct order of maturity and thereafter on a pro-pro rata basis to the remaining installments and, second, to the Revolving Credit Facility in the manner set forth in clause (viix) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (iiiii) of this Section 2.04(b2.05(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 $50,000,0005,000,000, the Company Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or and (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0005,000,000. During such deferral period the Company Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company Borrowers shall immediately promptly prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences sentence of this clause (vvi)) but which have not previously been so applied.
(vivii) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b) prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05(b) in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion an upon prior notice to the Administrative Agent, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a segregated Control Account (which is subject to sole and exclusive control of the Administrative Agent) until the last day of such Interest Period, at which time the Administrative Agent shall be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such Control Account to the prepayment of such Loans in accordance with this Section 2.05(b) (and to the extent requested by the Administrative Agent, the Administrative Borrower shall confirm in writing the authorization set forth herein). Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such Control Account to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05(b).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company applicable Borrowers shall immediately prepay their respective Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the their respective L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of ; provided, that the Revolving Credit Facility made applicable Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i2.05(b)(viii) or (ii) of this Section 2.04(b), the amount remaining, if any, unless after the prepayment in full of all the Revolving Credit Loans, Swing Line Loans and L/C Borrowings and such Total Revolving Credit Outstandings exceeds the Revolving Credit Facility then in effect.
(ix) If the Administrative Agent notifies the Administrative Borrower at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Revolving Credit Loans outstanding at such time and and/or the applicable Borrowers shall Cash Collateralization of Collateralize the remaining L/C Obligations in full (the sum an aggregate amount sufficient to reduce such Outstanding Amount as of such prepayment amountsdate of payment to an amount not to exceed 100% of the Revolving Credit Commitments then in effect; provided, cash collateralization amounts and remaining amount beinghowever, collectivelythat, subject to the provisions of Section 2.17, the “Reduction Amount”Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) may be retained by unless after the Company for use prepayment in full of the ordinary course of its businessRevolving Credit Loans the Revolving Credit Outstandings exceed the Revolving Credit Commitments then in effect. 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 any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Except as otherwise provided in clause (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, and second, shall be applied ratably to the outstanding Revolving Credit Loans, in each case, without a corresponding reduction in the Revolving Credit Commitment, and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans may be retained by the applicable Borrower for use in the ordinary course of business.
(xi) [Reserved].
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company 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 Company Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on a pro-rata basis the Maturity Date with respect to the Term Facility) in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(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 $50,000,0001,000,000, the Company 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), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0001,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company 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.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company 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) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Gsi Group Inc)
Mandatory. (i) If The Borrower shall, within five Business Days of the Company receipt by any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, prepay the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate outstanding principal amount of Loans the Advances in an aggregate amount equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, that, that (x) with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)Proceeds, at the election of the Company Borrower (as notified by the Company Borrower in writing to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsAsset Sale), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative AgentAgent and each Lender); and provided further, however, that (y) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans Advances as set forth in this Section 2.04(b)(i2.08(b).
; provided, however, that (iiA) Upon the incurrence or issuance Borrower shall deliver irrevocable written notice to the Administrative Agent of any such prepayment at least five (5) Business Days prior to any such prepayment; (B) each prepayment of the Advances made in accordance with this Section 2.08(b)(i) shall be applied in inverse order of maturity ratably to the remaining scheduled installments of principal, in each case as set forth in such irrevocable written notice of delivered by the Company or any of its Restricted Subsidiaries of any Indebtedness Borrower to the Administrative Agent in accordance with this Section 2.08(b) and (other than any Indebtedness expressly permitted C) the Borrower shall be obligated to be incurred or issued reimburse the Lenders in respect thereof pursuant to Section 7.12), 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.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (vii) of this Section 2.04(b8.04(d).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If (x) the Company or any of its Restricted Subsidiaries (A) Subsidiary Disposes of any property or assets (other than any deemed Disposition referred of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to in Section 7.08(cthe extent constituting a Disposition by any Subsidiary to a Loan Party), (e), (g), (h) or (k)) or (By) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by the Company or such Person Restricted Subsidiary of Net Cash Asset Sale Proceeds or Casualty Event Proceeds:
(A) for a period of 350 days after the date on which it receives such proceeds (such period, the “Proceeds Utilization Period”), the Company shall prepaymay, immediately upon receipt thereof by at the Company’s option, either (x) cause to be prepaid or repaid any senior Indebtedness of the Company, including the Indebtedness arising under the Loans, the First Lien Notes and/or the Second Lien Indebtedness and/or (y) reinvest such PersonAsset Sale Proceeds or Casualty Event Proceeds in assets useful for its business, in an aggregate principal amount of Loans equal to 100% of such Net Cash all Asset Sale Proceeds which, in the aggregate with any other Net Cash or Casualty Event Proceeds described in this Section 2.04(b)(i) realized or received up to a maximum of $75,000,000; provided that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no an Event of Default shall have occurred and be continuing, the Company shall not be permitted to make any such repayments, prepayments or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated reinvestments (as certified by other than pursuant to a legally binding commitment that the Company entered into at a time when no Event of Default is continuing); and
(B) on the first date following the end of the Proceeds Utilization Period, the Company shall apply any Asset Sale Proceeds or Casualty Event Proceeds not used in writing accordance with Section 2.04(b)(i)(A) (such proceeds, the “Remaining Proceeds”) to prepay or repay the Indebtedness arising under the Loans and Cash Collateralize the L/C Obligations, and shall permanently reduce the Commitments by an amount equal to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)Remaining Proceeds.
(ii) Upon If the incurrence or issuance by the Company Borrowers or any of its Restricted Subsidiaries of Subsidiary incur or issue any Indebtedness (other than any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrowers shall prepay cause to be prepaid or repaid the Indebtedness arising under the the Loans and Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon and permanently reduce the Commitments by an amount equal to the 100% of all Net Cash Proceeds received, on or prior to the date which is five (5) Business Days after the receipt thereof by the Company or of such Restricted SubsidiaryNet Cash Proceeds.
(iii) Upon If for any reason the aggregate Revolving Credit Exposures exceeds the aggregate Commitments then in effect for a period of three (3) consecutive Business Days, the Borrowers shall promptly prepay or cause to be promptly prepaid Loans and/or Cash Collateralize the L/C Obligations in an increase aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)(iii) unless after the prepayment in full of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Loans such aggregate Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to exceeds the date of such prepaymentaggregate Commitments then in effect.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities 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 (viiv) of this Section 2.04(b).
(v) Notwithstanding The Borrowers shall notify the Administrative Agent at the Administrative Agent’s Office in writing of any mandatory prepayment of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be Loans required to be made pursuant to clause clauses (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or and (ii) of this Section 2.04(b) at least three (3) Business Days prior to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part date of such aggregate amount to prepay Revolving Credit Loans prepayment. Each such notice shall specify the date of such prepayment and may, subject to the fulfillment provide a reasonably detailed calculation of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrowers’ prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all Net Cash Proceeds received by the Company and other or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, as applicable, that are the “Declined Proceeds”) of Loans required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause clauses (i) or and (ii) of this Section 2.04(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent at the Administrative Agent’s Office and the Borrowers no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Loans. Any Declined Proceeds shall be offered to the Appropriate Lenders not so declining such prepayment (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be applied in prepayment of the First Lien Notes and the Second Lien Indebtedness in accordance with, and to the extent required by, the amount remainingterms thereof and any surplus thereafter shall be retained by the Company.
(vi) Upon a Change of Control, if any, after the prepayment in full of Borrowers shall immediately cause to be prepaid all outstanding Revolving Credit Loans and cause all L/C Borrowings and Revolving Credit Loans outstanding at such time Obligations to be Cash Collateralized and the Cash Collateralization Commitments shall be immediately cancelled, provided that for the purpose of determining whether a Change of Control has occurred for the purpose of this paragraph, the Management Stockholders shall be deemed to beneficially own no more than 5% of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use Equity Interests in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableCompany.
Appears in 1 contract
Mandatory. (i) [Intentionally Omitted].
(ii) If the Company any Credit Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cexpressly permitted by Subsections 7.05(a) through (i) and (k)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Credit Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 365 180 days after the receipt of such Net Cash Proceeds, (A) such reinvestment purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent)) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the date of such agreement shall have been entered into; and provided further, however, that any Net Cash Proceeds not (1) so reinvested shall or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence sale or issuance by the Company Partnership or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.12the Partnership’s Long Term Incentive Plan), the Company Borrowers 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 Partnership or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clauses (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentand (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iv) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or reimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may, subject to the terms of the Intercreditor Agreement, direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (v) and (vii) below), and provided further, that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.05(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the Term Facilities amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, (A) to the extent any such Acquisition Loans are paid in full, and (B) as to all other amounts required to be applied pursuant to this Section 2.05(b), any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied 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 (vii) inverse order of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedmaturity.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the Company 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.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings 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 (iiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If At any time any Term Loans are outstanding, if the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of receives Net Cash ProceedsProceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Company shall prepayBorrower shall, immediately upon receipt thereof by such Personsubject to clause (iii) below, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin two (2) that have not been used Business Days following receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (vii) below, exceeds $50,000,000); provided, however, that, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent within one (1) Business Day of the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated consummated; provided, however, that in the case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in assets of the type described in clause (as certified x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the Company in writing to laws of any political subdivision of the Administrative AgentUnited States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving -57- Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Ingleside, Texas spoolbase located at ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred.
(ii) Upon At any time any Term Loans are outstanding, upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than excluding any Indebtedness expressly permitted to be incurred or issued pursuant to in accordance with Section 7.127.03(a) through (f) and (h) through (m)), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon on the next Business Day following receipt thereof by the Company Borrower or any Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (vi) below). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Restricted SubsidiarySubsidiaries not otherwise permitted hereunder.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities 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 (viivi) of this Section 2.04(b2.05(b).
(viv) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(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 $50,000,0005,000,000, the Company Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0005,000,000. During such deferral period the Company 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 VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property or assets permitted by Section 7.05(a), (other than any deemed Disposition referred to in Section 7.08(cf), (i) or (Bj) suffers an Event of Loss, which in each case, which the aggregate results in the realization by the Borrower or such Person Subsidiary of Net Cash ProceedsProceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by the Borrower or such Subsidiary), in excess of $2,500,000 per annum, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans and the Revolving Credit Loans equal to 100% of such all Net Cash Proceeds whichreceived therefrom immediately upon receipt thereof by the Borrower or such Subsidiary; provided, in however, that the aggregate Borrower shall be required to prepay Revolving Credit Loans with any other the Net Cash Proceeds described in this of any Disposition of any property or assets permitted by (x) Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i7.05(f) or reinvested pursuant (i) only to the proviso set forth below, extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $50,000,000150,000,000, and (y) Section 7.05(j) only to the extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $120,000,000; providedprovided further, however, that, with respect to any Net Cash Proceeds realized (I) under a Disposition described in this Section 2.04(b)(i2.05(b)(i) or (II) proceeds of insurance and condemnation awards described in Section 2.05(b)(iii), at any time after all Term Loans have been repaid in full and all Term Commitments have been terminated, at the election option of the Company Borrower (as notified elected by the Company Borrower in writing to the Co-Administrative Agent Agents on or prior to the date of such Disposition or the receipt of such Net Cash Proceedsinsurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 270 days after the receipt of such Net Cash Proceeds, the purchase of such reinvestment assets shall have been consummated (as certified by the Company Borrower in writing to the Co-Administrative AgentAgents); and provided 39provided still 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 2.04(b)(i)2.05.
(ii) Upon So long as any Term Loan or Term Commitment remains outstanding, upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03(a)(A), (b)(A), (c)(A), (c)(B), (c)(C), (c)(D), (c)(E), (c)(F) or (c)(G)), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary.
(iii) 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) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iiiiv) Upon 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 increase aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Commitment or Term A-1 Loans, or both, Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymenteffect.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis Facility and, secondthereafter, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.04(b2.05(b), first, shall be applied ratably to the prepay L/C BorrowingsBorrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied ratably to the 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, Loans outstanding at such time until the Outstanding Amount of all such Revolving Credit Loans is reduced to $350,000,000 and, thirdfourth, 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) or (iiiii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all Loans, to the extent required under this Section 2.05(b)(vi), and L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining 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 Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that which has been Cash Collateralized, the such funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the Appropriate L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Timken Co)
Mandatory. (i) If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate 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.
(ii) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than including any deemed Disposition referred to Equity Interest in any Person) in accordance with and permitted by Section 7.08(c7.02(b), (d) or (Bf) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds (including, for the avoidance, any Net Cash Proceeds realized from the Technology Disposition but excluding any Net Cash Proceeds realized from a Permitted Sale and Leaseback Transaction under clause (a)(i) of the definition thereof), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified received by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no 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 within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing prepayments to the Administrative Agent); be made and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (b)(v) below)...
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any unsecured Indebtedness (other than any and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case, pursuant to Section 7.12)a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the Company Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be made and applied as set forth in clause (b)(v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment Upon the issuance by the Company or any of Loans pursuant to its Subsidiaries of any of its Capital Stock after the foregoing provisions of this Section 2.04(b) Amendment No. 3 Closing Date (other than pursuant to clause (iii) any issuance of this Section 2.04(bCapital Stock in connection with employee benefit arrangements)) , the Borrowers shall be applied, first, ratably to each prepay an aggregate principal amount of the Term Facilities Loans and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth other Indebtedness as provided in clause (viib)(v) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(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 (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or below equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company 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 V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below).
(v) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, required to be applied in prepayment of the Loans and other amountsIndebtedness pursuant to clauses (b)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent and applied, within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that are required to be applied to prepay Loans under this Section 2.04(b(x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (without after giving effect to all offers of such proceeds to the first other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans and second sentences Letters of Credit outstanding under this clause Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (v)y) but any portion of such proceeds allocated to Lenders under this Agreement or to lenders under the Existing Revolving Credit Agreement which have not previously been so appliedexceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”.
(vi) If for the Company or any reason of its Subsidiaries receives any Net Insurance/Condemnation Proceeds, the Total Revolving Credit Outstandings at Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (b)(v) above); provided that, if, prior to the date any time exceed the Revolving Credit Facility at such timeprepayment is required to be made, the Company shall immediately prepay Revolving Credit Loans and Lnotifies the Administrative Agent of its intention to reinvest all or any portion of the Net Insurance/C Borrowings and/or Cash Collateralize Condemnation Proceeds in assets used or useful in the L/C Obligations business (other than cash or Cash Equivalents) of the LCompany or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/C BorrowingsCondemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this clause (b)(vi) in an aggregate respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount equal of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such excessEligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vii) Prepayments of Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the Revolving Credit Facility made case may be, available for prepayment and/or as Cash Collateral under this Agreement pursuant to this clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the extent the amount of such proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any outstanding L/C Obligations as provided in Section 2.04(b), first, 2.16. Any such Cash Collateral shall be applied ratably provided to the L/C Borrowings, second, shall be applied ratably Issuers on a pro rata basis by reference to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining uncollateralized L/C Obligations in full (the sum of held by each such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. 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 L/C Issuer or the Revolving Credit Lenders, as applicableIssuer.
Appears in 1 contract
Sources: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)