Optional Prepayments. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Kinetic Concepts Inc), Credit Agreement (KCI Animal Health, LLC)

Optional Prepayments. (i) ~~The Borrowers~~ Subject to this Section 2.8(c), the Borrower may, ~~upon notice to the Administrative Agent~~at its option, at any time or from time to ~~time voluntarily~~ time, prepay ~~Term Loans and~~ Revolving ~~Credit~~ Loans in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below);~~ penalty, provided that (~~1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (~~A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment ~~of Eurocurrency Rate Loans~~ shall be in a an aggregate principal amount of ~~(i) with respect to Revolving Credit Loans,~~ at least $~~3,000,000 or a whole multiple~~ 5,000,000 and in integral multiples of $1,000,000 in excess thereof (or, alternatively, the whole amount of Revolving Loans then outstanding) and (B) any prepayment of a Euro-Dollar Rate Loan or a CDOR Rate Loan on a day other than the last day of the Interest Period applicable thereto shall be made together with the amounts payable pursuant to Section 2.14. Bid Loans may not be voluntarily prepaid at any time. (ii) If the Borrower elects to prepay a Revolving Loan under this Section 2.8(c), it shall deliver to the Agent a notice of optional prepayment (A) with respect to ~~Term Loans~~a Base Rate Loan, ~~$5,000,000~~ not later than 10:00 a.m. on the proposed repayment date or (B) with respect to a Euro-Dollar Rate Loan or a ~~whole multiple~~ CDOR Rate Loan, not later than 10:00 a.m. at least three Business Days before the proposed prepayment date. Any notice of ~~$1,000,000 in excess thereof; and (3) any~~ optional prepayment ~~of Base Rate Loans~~ shall be ~~in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or~~irrevocable, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified ~~therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~in such notice, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior interest accrued thereon to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentdate. (iii) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the ~~Administrative~~ Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1i) such notice must be received by the Swing Line Lender and the ~~Administrative~~ Agent not later than 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $~~100,000~~ 500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal ~~amount~~ thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. ~~If such~~ Any notice ~~is given by the Borrowers~~of optional prepayment shall be irrevocable, ~~the Borrowers shall make such prepayment~~ and the payment amount specified in such notice shall be due and payable on the date specified ~~therein~~in such notice, together with interest accrued thereon to such date. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Revolving Credit Facility (Nordstrom Inc), Revolving Credit Facility (Nordstrom Inc)

Optional Prepayments. (i) ~~The Borrowers~~ Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and~~ Revolving ~~Credit~~ Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; ~~provided~~ provided, in each case, that (1x) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ (A) 1:00 p.m. three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of Eurocurrency Rate Loans ~~and~~ denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m. on the date of prepayment of Base Rate Loans; (2y) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3z) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such ~~prepayment~~ prepayment, the Loans to be prepaid, and the ~~Class(es) and~~ Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by ~~the Borrowers~~a Borrower, ~~the Borrowers~~ such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. ~~Each~~ Subject to Section 2.15, each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate applicable Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term~~ the Revolving Loans ~~and Revolving Credit Loans~~ made to it, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not~~ no later than ~~1:00 p.m. (~~11:00 A) ,M., three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto, in the case of ~~Loans denominated~~ Eurodollar Loans, and no later than 11:00 A.M., one Business Day prior thereto, in ~~Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.14. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment~~ Partial prepayments of ~~Term~~ Revolving Loans ~~pursuant to this Section 2.05(a)~~ shall be ~~applied to the installments thereof on~~ in an aggregate principal amount of $500,000 or a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time whole multiple of ~~such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07~~ $100,000 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loansexcess thereof. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iiib) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $~~100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding~~100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Novellus Systems Inc), Credit Agreement (Novellus Systems Inc)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative ~~Agent~~Agent (or the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) by the Borrower, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in part without premium or penalty (except as set forth ~~below~~in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent or the Revolver Agent, as applicable, not later than 1:00 ~~p.m.~~ p.m., New York City time (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency Rate Loan denominated in any currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of prepayment) and (B) on the date of prepayment of Base Rate ~~Loans;~~ Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000~~ the Borrowing Minimum or a whole multiple of ~~$1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ the Borrowing Multiple in excess thereof~~; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or~~, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or the Revolver Agent, as applicable) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section ~~3.05~~3.04. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied (x) prior to the ~~installments thereof~~ Conversion Date, to reduce the principal amount of the Term Loans to be repaid on ~~a pro rata basis between~~ the ~~Dollar~~ Maturity Date and (y) after the Conversion Date, to the Class(es) and Type(s) (and in the case of Term ~~B-1~~ Loans, the ~~Euro Term B-1 Loans and the Term B-2 Loans~~ installments thereof) as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that in the case of Term Loans, if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) [reserved]. (iii) Notwithstanding anything to the ~~foregoing provisions~~ contrary contained in this Agreement, the Borrower may rescind any notice of ~~this~~ prepayment under Section 2.05(a) if such notice of prepayment states that such prepayment is conditioned upon the effectiveness of an Investment, Change of Control, the effectiveness of other credit facilities, acquisition, debt or ~~anything in this Agreement or any other Loan Document to the contrary~~equity offering, in and such condition is not satisfied. (iv) In the event ~~that:~~ that the Borrower (1x) ~~on or prior to the first anniversary of the Closing Date, the Borrowers (i) make~~ makes any prepayment of any Class of Initial Term ~~B-2~~ Loans in connection with any Repricing Transaction or (iiy) ~~effect~~ effects any amendment of this Agreement resulting in a Repricing Transaction with respect to any Class of Initial Term ~~B-2~~ Loans, in each case prior to the ~~Borrowers~~ six (6) month anniversary of the Amendment No. 2 Effective Date, the Borrower shall pay a premium in an amount equal to 1.0% of (A) in the case of clause (x), the amount of such Initial Term Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Initial Term ~~B-2~~ Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Corp)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term~~ the Loans ~~and Revolving Credit Loans~~ under any Facility, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not~~ no later than ~~1:00 p.m. (A)~~ 2:00 p.m., New York City time, three (3) Business Days ~~(or four (4) Business Days~~ prior thereto, in the case of ~~Loans denominated~~ Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in ~~Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of prepayment, the applicable Facility and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay Term Loans, the manner in which such prepayment ~~and the Class(es) and Type(s) of Loans~~ is to be ~~prepaid~~applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) except in the case of ~~clause (i), a prepayment premium of 1.0% of~~ Revolving Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ~~the Term B-2~~ Eurodollar Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in ~~a minimum~~ an aggregate principal amount of $~~100,000~~ 500,000 or ~~a whole multiple~~ integral multiples of $100,000 in excess ~~thereof or, the entire~~ thereof. Partial prepayments of Base Rate Loans shall be in an aggregate principal amount ~~thereof then outstanding. Each such notice shall specify the date and amount~~ of ~~such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified~~ $250,000 or integral multiples of $100,000 in ~~such notice shall be due and payable on the date specified therein~~excess thereof. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (B3) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans ~~shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000~~ or ~~a whole multiple of $1,000,000 in excess thereof and (ii) with respect to~~ Term ~~Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate~~ SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything Applicable Percentages in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect ~~to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account~~ of each of the ~~applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid~~ relevant Facilities and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) Incremental Facilities. The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess ~~thereof or~~thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~. (iv)~~ . Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Appears in 2 contracts

Sources: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m., New York time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 500,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and ~~of the amount~~ of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata ~~Shares~~Shares as directed by the Borrower or if no such direction is given, first, to repayment of the Term Loan Principal Debt, until paid in full, and then to repayment of the Revolver Principal Debt. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolver Loans may be reborrowed by Borrower, subject to the terms and conditions hereof; ~~provided that, at the Borrowers’ option, prepayments~~ but in no event following a payment or prepayment of Term Loans ~~pursuant to this Section 2.05(a)~~ may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term ~~B-2~~ Loans ~~being~~ so paid or prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentbe reborrowed. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Markwest Hydrocarbon Inc), Credit Agreement (Markwest Energy Partners L P)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii)~~ relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that~~: (1)~~ , on or prior to the first anniversary of the Closing Date, the ~~Borrowers~~ Borrower (ia) ~~make~~ makes any prepayment of Term ~~B-2~~ B Loans in connection with any Repricing ~~Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans~~Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term ~~B-2~~ B Lenders~~, (x) in the case of clause (i)~~, a prepayment premium ~~of 1.0~~equal to 1% of the amount of the Term ~~B-2~~ B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (iib) effects any ~~Term B-1 Loans are assigned pursuant to Section 3.07~~ amendment of this Agreement resulting in ~~connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~a Repricing Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the ~~applicable~~ non-consenting Term ~~B-1 Lenders~~B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.01% of the aggregate amount of the applicable Term ~~B-1~~ B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (~~iii~~ii) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess ~~thereof or~~thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part the Acquisition Subfacility Principal Debt, the Working Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal Debt without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m., New York time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 500,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such ~~prepayment~~ prepayment, the Facility (or, as the case may be, Subfacility) being prepaid and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of ~~the amount of~~ such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to ~~Section~~ SECTION 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares~~; provided that, at~~ . Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a)~~ Revolver Principal Debt may be ~~applied~~ reborrowed by Borrower, subject to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~terms and conditions hereof. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Williams Energy Partners L P), Credit Agreement (Williams Energy Partners L P)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii)~~ relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that~~: (1)~~ , on or prior to the first anniversary of the Closing Date, the ~~Borrowers~~ Borrower (ia) ~~make~~ makes any prepayment of Term ~~B-2~~ B Loans in connection with any Repricing ~~Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans~~Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term ~~B-2~~ B Lenders~~, (x) in the case of clause (i)~~, a prepayment premium ~~of 1.0~~equal to 1% of the amount of the Term ~~B-2~~ B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (iib) effects any ~~Term B-1 Loans are assigned pursuant to Section 3.07~~ amendment of this Agreement resulting in ~~connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~a Repricing Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the ~~applicable~~ non-consenting Term ~~B-1 Lenders~~B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.01% of the aggregate amount of the applicable Term ~~B-1~~ B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in part without premium or penalty (except as set forth ~~below~~in Section 2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 ~~p.m.~~ p.m., Local Time (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of Eurocurrency Rate Loans or Term SOFR Loans and (B) on the date of prepayment of Base Rate ~~Loans;~~ Loans and (2) any prepayment of ~~Eurocurrency Rate~~ Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000~~ the Borrowing Minimum or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan, Alternative Currency Term Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section ~~3.05~~3.04. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied ~~to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that is six (6) months after the Term Loan Closing Date, the Borrower (i) makes any prepayment of 2018 Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2018 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2018 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2018 Term B Loans outstanding immediately prior to such amendment. (iv) In the event that, on or prior to the date that is six (6) months after the Fourth Amendment Closing Date, the Borrower (i) makes any prepayment of 2023 Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2023 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2023 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2023 Term B Loans outstanding immediately prior to such amendment. (v) In the event that, on or prior to the date that is six (6) months after the Fifth Amendment Closing Date, the Borrower (i) makes any prepayment of 2024 Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2024 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2024 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2024 Term B Loans outstanding immediately prior to such amendment.

Appears in 2 contracts

Sources: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part Loans outstanding under the Acquisition Subfacility, the Working Capital/Distribution Subfacility and/or the Term Loan Principal Debt without premium or ~~penalty (except as set forth below)~~penalty; ~~provided~~ PROVIDED that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 10:00 a.m., Dallas, Texas time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 500,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of ~~the amount of~~ such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to ~~Section~~ SECTION 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares~~; provided that, at~~ . Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the ~~Borrowers’ option, prepayments of Term~~ Loans ~~pursuant to this Section 2.05(a)~~ may be ~~applied~~ reborrowed by Borrower, subject to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~terms and conditions hereof. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Markwest Energy Partners L P), Credit Agreement (Markwest Energy Partners L P)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon written notice to the Administrative ~~Agent~~Agent by the Borrower, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in part without premium or ~~penalty (except as set forth below~~penalty); ~~provided that~~ provided, that, (1) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ (A) 1:00 p.m., three (3) U.S. Government Securities Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency Rate~~ SOFR Loans and (B) on 1:00 p.m., one (1) Business Day prior to the date of prepayment of Base Rate Loans; , (2) any prepayment of ~~Eurocurrency Rate~~ SOFR Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof ~~and (ii) with respect to Term Loans~~or, ~~$5,000,000 or a whole multiple of $1,000,000~~ in ~~excess thereof;~~ each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency Rate~~ SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section ~~3.05~~3.04. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The ~~Borrowers~~ Borrower may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; ~~provided that~~ provided, that, (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower may rescind any notice of prepayment or change the date of any such prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice~~ Company shall have the right to ~~the Administrative Agent, at any time or from time to time voluntarily~~ prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in part ~~without premium or penalty (except as set forth below)~~from time to time; ~~provided~~ provided, however, that (1i) ~~such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of~~ each partial prepayment of ~~Eurocurrency Rate Loans and (B) on the date of prepayment of~~ any Base Rate ~~Loans; (2) any prepayment of Eurocurrency Rate Loans~~ Loan shall be in a minimum principal amount of (i) ~~with respect to Revolving Credit Loans,~~ $~~3,000,000 or a whole multiple of $1,000,000 in excess thereof~~ 100,000 and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple integral multiples of $100,000 in excess ~~thereof or~~thereof, in (ii) each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any partial prepayment of a ~~Eurocurrency Rate~~ Swingline Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 ~~or a whole multiple~~ and integral multiples of $100,000 in excess thereof ~~or, the entire~~ and (iii) each partial prepayment of a LIBOR Rate Loan shall be in a minimum principal amount ~~thereof then outstanding~~of $100,000 and integral multiples of $100,000 in excess thereof. ~~Each such notice~~ The Company shall ~~specify~~ notify the ~~date and amount~~ Agent of such ~~prepayment~~prepayment by written notice in the form of Exhibit 2.6(a) (a “Notice of Prepayment”). ~~If such~~ The Company shall give three Business Days’ irrevocable notice ~~is given by~~ in the ~~Borrowers~~case of LIBOR Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans, to the ~~Borrowers~~ Agent (which shall ~~make such prepayment and~~ notify the ~~payment amount specified in such notice~~ Lenders thereof as soon as practicable). Amounts prepaid under this Section shall be ~~due~~ applied to the outstanding Loans as the Company may elect. Within the foregoing parameters, prepayments under this Section 2.6(a) shall be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.6(a) shall be subject to Section 2.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the ~~date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment~~ next occurring Interest Payment Date that would have ~~resulted from a refinancing of all~~ occurred had such Loan not been prepaid or, at the request of the ~~Facilities~~Agent, ~~which refinancing~~ interest on the principal amount prepaid shall ~~not~~ be ~~consummated or shall otherwise~~ payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Loans may be ~~delayed~~reborrowed in accordance with the terms hereof.

Appears in 2 contracts

Sources: Credit Agreement (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust)

Optional Prepayments. (a) Any Borrower or any Additional Borrower may (i) ~~The Borrowers may~~(x) upon at least one Domestic Business Day’s notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any Base Rate Borrowing and (y) upon at least two Domestic Business Days’ notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any Term SOFR Borrowing and (ii) upon at least three Euro-Currency Business Days’ notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans~~ in part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and ~~Revolving Credit Loans~~ any amounts payable under Section 2.13 in ~~whole or in part without premium or penalty (except as set forth below)~~connection therewith; provided that ~~(1)~~ any such ~~notice must~~ partial prepayment of any Borrowing of any Class shall be ~~received by~~ in the ~~Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days~~ amount of $5,000,000 (or ~~four (4) Business Days~~ the Foreign Currency Equivalent thereof, in the case of ~~Loans denominated in Euro~~Foreign Currency Loans) ~~prior to~~ or any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in ~~excess thereof and (ii~~the case of Foreign Currency Loans) ~~with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ in excess thereof~~; and (3) any~~ . Any such optional prepayment of ~~Base Rate~~ Revolving Loans shall be applied to prepay ratably the Revolving Loans of the several Revolving Banks included in such Borrowing. Any such optional prepayment of Term Loans shall be applied in accordance with Section 2.6. If a ~~principal amount~~ notice of ~~$1,000,000~~ optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments of any Class or ~~a whole multiple~~ Swingline Commitments as contemplated by Section 2.9, then such notice of ~~$100,000~~ prepayment shall be deemed revoked if such notice of termination is or is deemed revoked in ~~excess thereof or~~accordance with Section 2.9. A notice of prepayment of Term Borrowings of any Class pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in ~~each case, the entire principal amount thereof then outstanding. Each~~ which case such notice shall ~~specify~~ be deemed revoked by the ~~date~~ Borrowers if such condition is not satisfied. (b) [Reserved]. (c) Upon receipt of a notice of prepayment pursuant to this Section (other than a notice relating solely to Swingline Loans), the Administrative Agent shall promptly notify each Bank of such Class of the contents thereof and ~~amount~~ of such Bank’s ratable share (if any) of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall not thereafter be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed revocable by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) applicable Borrower or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable ~~Term B-2 Lenders~~Additional Borrower, ~~(x) in~~ as the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentmay be. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii)~~ relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: , (1i) on or prior to the first anniversary of the Closing Date, the ~~Borrowers~~ Borrower (ia) ~~make~~ makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing ~~Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans~~Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, ~~(x) in the case of clause (i),~~ a prepayment premium ~~of 1.0~~equal to 1% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (iib) effects any ~~Term B-1 Loans are assigned pursuant to Section 3.07~~ amendment of this Agreement resulting in ~~connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~a Repricing Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the ~~applicable~~ non-consenting Term ~~B-1 Lenders~~B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.01% of the aggregate amount of the applicable Term ~~B-1~~ B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (~~iii~~ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinIntentionally Left Blank. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon ~~notice~~ delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part Term Loans without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ noon, New York time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~100,000~~ 1,000,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and ~~of the amount~~ of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans ~~under Section 2.07 in direct order~~ of ~~maturity) and shall be paid to~~ the ~~Appropriate~~ Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Second Lien Senior Term Loan Agreement (Quest Resource Corp), Second Lien Senior Term Loan Agreement (Quest Energy Partners, L.P.)

Optional Prepayments. ~~(i)~~ The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and~~ Revolving Credit Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that if a Contingent Commitment Termination Notice is revoked by the Borrowers in accordance with Section 2.04, as result of the refinancing specified therein not having occurred, the Borrowers shall not be required to prepay the Revolving Credit Loans (and the Revolving Credit Loans shall not become due and payable) on the payment date set forth in such revoked Contingent Commitment Termination Notice. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. ~~Each~~ Subject to Section 2.13, each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Revolving Credit Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) Applicable Percentages. The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $~~100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding~~100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower Representative may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower Representative, the ~~Borrowers~~ Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower Representative (it being understood and agreed that if the ~~Borrowers do~~ Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii)~~ relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that~~: (1)~~ , on or prior to the ~~first~~ six-month anniversary of the ~~Closing~~ Acquisition Effective Date, the ~~Borrowers~~ Borrower Representative (ia) ~~make~~ makes any prepayment of Term ~~B-2~~ B Loans in connection with any Repricing ~~Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans~~Transaction, the ~~Borrowers~~ Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term ~~B-2~~ B Lenders~~, (x) in the case of clause (i)~~, a prepayment premium ~~of 1.0~~equal to 1% of the amount of the Term ~~B-2~~ B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (iib) effects any ~~Term B-1 Loans are assigned pursuant to Section 3.07~~ amendment of this Agreement resulting in ~~connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~a Repricing Transaction, the ~~Borrowers~~ Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the ~~applicable~~ non-consenting Term ~~B-1 Lenders~~B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.01% of the aggregate amount of the applicable Term ~~B-1~~ B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (~~iii~~ii) The ~~Borrowers~~ Borrower Representative may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess ~~thereof or~~thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower Representative, the ~~Borrowers~~ Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower Representative may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Incremental Facility Amendment (Media General Inc), Credit Agreement (Media General Inc)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A) three (3) Business ~~Days (or four (4) Business Days in the case of Loans denominated in Euro)~~ Days’ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $~~1,000,000~~ 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, unless such notice is conditional, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant class under Section ~~2.07~~ 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) . Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that~~: (1)~~ , on or prior to the ~~first anniversary of~~ date is six (6) months after the Closing Date, the Borrowers (i) make any prepayment of Term ~~B-2~~ B Loans in connection with any Repricing ~~Transaction~~ Event or (ii) ~~effect~~ effects any amendment of this Agreement resulting in a Repricing ~~Transaction with respect to Term B-2 Loans~~Event, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term ~~B-2~~ B Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term ~~B-2~~ B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 B Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ivii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Optional Prepayments. ~~(i) The Borrowers~~ Subject to Section 4.04, the Borrower may~~, upon notice to the Administrative Agent~~, at any time or from time to ~~time voluntarily prepay Term Loans and Revolving Credit Loans~~ time, upon irrevocable notice to the Agent in ~~whole or in part without premium or penalty~~ the form of a Notice of Loan Prepayment by 11:00 a.m. (~~except as set forth below); provided that~~ New York time) (1x) ~~such notice must be received by the Administrative Agent not later than 1:00 p.m.~~ at least two (~~A) three (3~~2) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency Rate~~ Term SOFR Loans and (By) on the date of prepayment of Base Rate Loans~~; (2)~~ , voluntarily prepay any ~~prepayment~~ Class of ~~Eurocurrency Rate~~ Loans ~~shall be~~ ratably among the Lenders holding such Class of Loans in ~~a principal amount of (i) with respect to Revolving Credit Loans~~whole or in part without penalty, ~~$3,000,000 or a whole multiple~~ in minimum amounts of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans~~500,000, ~~$5,000,000~~ or ~~a whole multiple of $1,000,000 in excess thereof; and (3)~~ any ~~prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole~~ multiple of $100,000 in excess ~~thereof or~~thereof, in the case of Base Rate Loans, and $500,000, or any multiple of $500,000 in excess thereof, in the case of Term SOFR Loans; provided that if due to a Defaulting Lender’s failure to fund any requested Borrowing, Loans are made not in accordance with the Lenders’ respective Pro Rata Shares (each ~~case~~such Loan, a “Non-Ratable Loan”) then such prepayment shall be applied first to Non-Ratable Loans, then in the ~~entire principal amount thereof then outstanding~~order that the Borrower may specify. Each such prepayment of the Term Loans shall be applied to the remaining principal repayment installments of the Term Loans in the order that the Borrower may specify or, absent instruction from the Borrower, in direct order of maturity. Such notice of prepayment shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. The ~~Administrative~~ Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of ~~each~~ any such notice, and of ~~the amount of~~ such ~~Lender~~▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with accrued interest to each such date on the amount prepaid and any ~~additional~~ amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans4.04. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Second Amendment (CBIZ, Inc.), Credit Agreement (CBIZ, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may~~Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) least three ~~(3)~~ Business ~~Days (or four (4) Business Days in the case of Loans denominated in Euro)~~ Days’ prior to ~~any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the date of prepayment if all or any part of ~~Base Rate Loans; (2) any prepayment of Eurocurrency Rate~~ the Loans ~~shall~~ to be ~~in a principal amount of (i) with respect to Revolving Credit~~ prepaid are Eurodollar Loans, ~~$3,000,000 or a whole multiple~~ and at least one Business Day prior to the date of ~~$1,000,000 in excess thereof and (ii) with respect~~ prepayment if all of the Loans to ~~Term~~ be prepaid are ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to ~~be prepaid~~each. ~~The~~ Upon receipt of any such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any ~~additional~~ amounts ~~required~~ payable pursuant to Section ~~3.05~~3.12. ~~Each prepayment~~ Partial prepayments of ~~Term~~ ABR Loans ~~pursuant to this Section 2.05(a~~(other than Swingline Loans) shall be ~~applied~~ in an aggregate principal amount of $1,000,000 or a higher integral multiple of $100,000, and partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $5,000,000 or a higher integral multiple of $1,000,000. Prepayments under this Section 3.1 with respect to the ~~installments thereof on a pro rata basis between the Dollar~~ Term ~~B-1 Loans, the Euro Term B-1~~ Loans ~~and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment~~ shall be applied ratably against the remaining scheduled ~~repayments~~ installments of the Term Loans ~~under Section 2.07 in direct order of maturity)~~ and ~~shall be paid to~~ among the ~~Appropriate~~ Term Loan Lenders in accordance with ~~their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of~~ each Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount Lender’s Commitment Percentage of the Term ~~B-2 Loans being prepaid and (y)~~ Loan Facility until payment in ~~the case of clause (ii), an amount equal to 1.0%~~ full of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of ~~$100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each~~ all Term Loans outstanding on such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereindate. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Affiliated Managers Group Inc), Credit Agreement (Affiliated Managers Group Inc)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent (including in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A) three (3) Business ~~Days (or four (4) Business Days in the case of Loans denominated in Euro)~~ Days’ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $~~1,000,000~~ 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, unless such notice is conditional, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to ~~Section~~ ‎Section 3.05. Each prepayment of Term Loans pursuant to this ~~Section~~ ‎Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant class under ~~Section 2.07~~ Sections ‎2.07(a) and ‎(b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower may rescind any notice of prepayment under ~~Section~~ ‎Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty~~ penalty, upon irrevocable (~~except as set forth below); provided that (1) such notice must be received~~ unless otherwise agreed by the Administrative Agent) notice delivered to the Administrative Agent ~~not~~ no later than ~~1:00 p.m. (A)~~ 12:00 Noon, three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, one Business Day prior thereto, in the case of ABR Loans ~~denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and~~ (B) or on the ~~date~~ same day in the case of ~~prepayment of Base Rate~~ Swingline Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~), $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.20. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment~~ Partial prepayments of Tranche B Term Loans ~~pursuant to this Section 2.05(a)~~ and Revolving Loans shall be ~~applied~~ in an aggregate principal amount of $500,000 or a whole multiple thereof (unless a lesser amount is required to repay such loan in full); provided further that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (by written notice to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) Administrative Agent on or prior to the ~~first anniversary~~ specified effective date) if such condition is not satisfied. Partial prepayments of ~~the Closing Date, the Borrowers (i) make any prepayment of Term B-2~~ Swingline Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in ~~a minimum~~ an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthereof. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Amendment Agreement (Radiation Therapy Services Holdings, Inc.), Credit Agreement (Radiation Therapy Services Holdings, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may~~Company may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay, in whole or in part, either the outstanding Revolving Loans or the outstanding Term Loans, without premium or penalty, upon irrevocable notice to the Administrative ~~Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty~~ Agent (~~except as set forth below); provided that (1) such~~ which notice must be received by the Administrative Agent ~~not later than 1:00 p.m.~~ prior to 11:00 A.M. (ANew York, New York time) (i) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to the prepayment date if all or any ~~date~~ part of ~~prepayment~~ the Loans to be prepaid consist of ~~Eurocurrency Rate~~ Eurodollar Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) ~~with respect~~ one (1) Business Day prior to ~~Term Loans~~the prepayment date, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orotherwise), ~~in each case, the entire principal amount thereof then outstanding. Each such notice shall specify~~ specifying the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to ~~be prepaid~~each. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ applicable Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any ~~additional~~ amounts ~~required~~ payable pursuant to Section ~~3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to~~ 3.5 and interest on the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the principal amount ~~of the Term B-2 Loans being~~ prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on through the date of ~~the~~ prepayment~~, and (2) any such prepayment~~ . Partial prepayments of Revolving Loans or Term Loans shall be in ~~a minimum~~ an aggregate principal amount of $~~100,000~~ 5,000,000 or a whole multiple of $~~100,000~~ 1,000,000 in excess ~~thereof or~~thereof. Subject to the foregoing terms, prepayments of Revolving Loans that are made under this Section 2.6(a) shall be applied as the ~~entire principal amount thereof then outstanding. Each such notice shall~~ Company may elect; provided that if the Company fails to specify the ~~date and amount~~ application of ~~such prepayment. If such notice is given by the Borrowers, the Borrowers shall make~~ a voluntary prepayment of Revolving Loans then such prepayment shall be applied first to ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturities. Voluntary prepayments of the Term Loans shall be applied to prepay on a pro rata basis the Term B Loan (pro rata to the remaining amortization payments thereunder) and the ~~payment amount specified in such notice shall be due and payable on the date specified therein.~~ Incremental Term Loan (~~iv) Notwithstanding anything~~ pro rata to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayedremaining amortization payments thereunder).

Appears in 2 contracts

Sources: Credit Agreement (Hercules Inc), Credit Agreement (Hercules Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the -------------------- Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part the Loans without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m., New York time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 500,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of ~~the amount of~~ such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares~~; provided that, at~~ . Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the ~~Borrowers’ option, prepayments of Term~~ Loans ~~pursuant to this Section 2.05(a)~~ may be ~~applied~~ reborrowed by Borrower, subject to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~terms and conditions hereof. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Sunoco Logistics Partners Lp), Credit Agreement (Sunoco Logistics Partners Lp)

Optional Prepayments. (i) ~~The Borrowers~~ Other than prepaying Swing Line Loans (which shall be governed by clause (ii) below), at its option the Borrower may, upon one (1) Business Day’s notice to the Administrative ~~Agent~~Agent in the case of Base Rate Loans or three (3) Business Days’ notice to the Administrative Agent in the case of LIBOR Loans, ~~at any time or from time to time voluntarily~~ prepay ~~Term Loans and Revolving Credit~~ the Loans in ~~whole or~~ any Borrowing in ~~part~~ part, without premium or penalty (~~except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days~~ except, in the case of ~~Loans denominated~~ LIBOR Loans, as set forth in ~~Euro~~Section 2.13), in a minimum principal amount of (A) ~~prior to any date~~ $500,000 and integral multiples of ~~prepayment of Eurocurrency~~ $100,000 in excess thereof for Base Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 ~~in excess thereof~~ and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple integral multiples of $100,000 in excess thereof orfor LIBOR Loans, or in ~~each case, the entire principal amount thereof then outstanding~~whole. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ~~Any prepayment of a Eurocurrency Rate Loan shall be accompanied by~~ If no Default has occurred and is continuing, all ~~accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to~~ prepayments under this Section ~~2.05(a~~2.06(b) which are applied to reduce the principal amount of the Loans shall be applied to the ~~installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2~~ Loans as directed by the ~~Borrowers (it being understood~~ Borrower. If the Borrower fails to direct the application of any such principal prepayments or if a Default has occurred and ~~agreed that if the Borrowers do not so direct at the time of such prepayment~~is continuing, such ~~prepayment~~ principal prepayments shall be applied ~~against~~ first to the ~~scheduled repayments~~ Swing Line Loans until paid in full, second to the Revolving Loans until paid in full and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of ~~Term Loans under Section 2.07 in direct order of maturity)~~ the L/C Obligations and shall ~~be paid~~ in each case, to the ~~Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that~~extent possible, ~~at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may~~ be first applied to ~~the Term B-2~~ prepay Base Rate Loans ~~on a better than pro rata basis as compared~~ and then if any funds remain, to ~~the Term B-1~~ prepay LIBOR Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing DateAt its option, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; ~~provided~~ provided, that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than ~~1:00~~ 2:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $~~100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding~~100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Wild Oats Markets Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 12:00 noon (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000~~ 2,500,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Ansys Inc), Credit Agreement (Ansys Inc)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to~~ Borrower shall have the ~~Administrative Agent,~~ right at any time or and from time to time ~~voluntarily~~ to prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing, in whole or in ~~part without premium~~ part, upon at least three Business Days’ prior written or ~~penalty (except as set forth below); provided that (1) such~~ fax notice ~~must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days~~ (or ~~four (4~~telephonic notice promptly confirmed by written notice) ~~Business Days~~ in the case of ~~Loans denominated in Euro~~Eurocurrency Loans, or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to ~~any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the date of prepayment in the case of ~~Base Rate~~ ABR Loans, to the Administrative Agent before 12:00 (noon), Local Time; provided, however, that (2i) ~~any~~ each partial prepayment of ~~Eurocurrency Rate~~ Loans denominated in Dollars shall be in ~~a principal~~ an amount ~~of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole~~ that is an integral multiple of $~~1,000,000 in excess thereof~~ 100,000 and not less than $500,000 and (ii) ~~with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any~~ each partial prepayment of ~~Base Rate~~ Loans denominated in Euros shall be in ~~a principal~~ an amount ~~of $1,000,000 or a whole~~ that is an integral multiple of $€100,000 ~~in excess thereof or, in each case, the entire principal~~ and not less than €500,000. (b) Optional prepayments of outstanding Term Loans under this Agreement shall be allocated between Euro Term Loans and all other Term Loans as directed by Polypore (with any amount ~~thereof then outstanding. Each~~ allocated to such ~~notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of~~ other Term Loans ~~to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice~~being applied ratably thereto), and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansPolypore. (iic) ~~Notwithstanding~~ Each notice of prepayment shall specify the ~~foregoing provisions~~ prepayment date and the principal amount and currency denomination of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section ~~2.05(a)~~ 2.12 shall be subject to Section 2.15 but otherwise without premium or ~~anything in~~ penalty. All prepayments under this ~~Agreement or any other Loan Document~~ Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the ~~contrary~~date of payment; provided, ~~in the event that: (1) on or prior to the first anniversary of the Closing Date~~however, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) that in the case of ~~clause (i),~~ a prepayment ~~premium~~ of ~~1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii),~~ an ~~amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on~~ ABR Revolving Loan or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 a Swingline Loan that is not made in connection with ~~an amendment to this Section 2.05(a) or the definition~~ a termination of the ~~Make-Whole Premium~~Revolving Credit Commitments, the ~~Borrowers~~ accrued and unpaid interest on the principal amount prepaid shall ~~pay to~~ be payable on the ~~Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing~~ next scheduled Interest Payment Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such ~~amendment~~ABR Revolving Loan or Swingline Loan. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Polypore, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part without premium or penalty (except as set forth below); provided that (1) such~~ part, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es)~~ prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; and ~~Type(s)~~ provided, further that Swing Line Loans may be prepaid on the same day as such notice. Upon receipt of ~~Loans to be prepaid. The~~ any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant to Section 3.05. Each prepayment~~ (except in the case of ~~Term~~ Revolving Credit Loans ~~pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1~~ which are Base Rate Loans and Swing Line Loans) accrued interest to such date on the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, amount prepaid. Partial prepayments of Term Loans ~~pursuant to this Section 2.05(a) may~~ and Revolving Credit Loans shall be ~~applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything~~ in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the an aggregate principal amount of ~~the Term B-2 Loans being prepaid and (y) in the case~~ $1,000,000 or a whole multiple thereof. Partial prepayments of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in ~~a minimum~~ an aggregate principal amount of $100,000 or a whole multiple thereof. Prepayments of ~~$100,000 in excess thereof or~~the Term Loans shall, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything subject to the ~~contrary contained~~ right of each Term Loan Lender to decline all or any portion of any optional prepayment applicable thereto pursuant to Section 2.18(d), be in ~~this Agreement~~the amounts set forth below during the periods set forth below: Prepayment Amount (expressed as a % of Period Principal Amount) ------ ---------------------- August 17, ~~the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities~~1998 to August 17, ~~which refinancing shall not be consummated or shall otherwise be delayed.~~1999 102% August 18, 1999 to February 18, 2000 101% February 19, 2000 and Thereafter 100%

Appears in 1 contract

Sources: Credit Agreement (Grand Union Co /De/)

Optional Prepayments. (iSubject to the penultimate sentence of this Section 2.05(a)(i) ~~The Borrowers~~ and the provisions of Section 2.05(a)(ii), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) ~~on the~~ one Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~100,000~~ 500,000, in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000, or a whole multiple of $100,000, in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. ~~Each~~ Notwithstanding the foregoing, the Borrower may not repay Extended Loans unless such prepayment ~~of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on~~ is accompanied by a pro rata ~~basis between~~ repayment of Existing Loans from which such Extended Loans were converted (unless such Existing Loans have otherwise been repaid in full). Notwithstanding the ~~Dollar Term B-1 Loans~~foregoing, any notice of prepayment under this Section 2.05(a)(i) may state that it is conditioned upon the ~~Euro Term B-1 Loans and the Term B-2 Loans as directed~~ occurrence or non-occurrence of any Debt Issuance, Permitted Equity Issuance or Disposition, in which case such notice may be revoked by the ~~Borrowers~~ Borrower (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid by written notice to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) Administrative Agent on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(aeffective date) if such ~~prepayment would have resulted from a refinancing of all of the Facilities~~Debt Issuance, ~~which refinancing shall~~ Permitted Equity Issuance or Disposition is not ~~be consummated or shall otherwise be delayed~~consummated.

Appears in 1 contract

Sources: Credit Agreement (Nortek Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Tranche B Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided that a notice of prepayment delivered by the ~~Class(es) and Type(s)~~ Borrower with respect to a prepayment of all but not less than all of the Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or receipt of proceeds from other sources, in which case such notice may be revoked by the Borrower (by notice to ~~be prepaid. The~~ the Administrative Agent ~~will~~ on or prior to the specified effective date) if such condition is not satisfied; provided, further, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (or, if less, the entire remaining unpaid balance thereof). Any prepayment of ~~a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term~~ Swingline Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in ~~a minimum~~ an aggregate principal amount of $~~100,000~~ 500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire ~~principal amount thereof then outstanding~~remaining unpaid balance thereof). ~~Each such notice shall specify the date and amount~~ Optional prepayments of ~~such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified~~ Tranche B Term Loans will be applied as set forth in ~~such notice shall be due and payable on the date specified therein~~Section 2.17(b). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Mylan Laboratories Inc)

Optional Prepayments. (i) The Borrowers may, upon notice to the Administrative ~~Agent~~Agent by the Borrower Representative, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in part without premium or penalty (except as set forth ~~below~~in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 ~~p.m.~~ p.m., Local Time (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans (other than Swingline Loans; ) and (2) any prepayment of ~~Eurocurrency Rate~~ Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000~~ the Borrowing Minimum or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower Representative, the ~~Borrowers~~ applicable Borrower(s) shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section ~~3.05~~3.04. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied ~~to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower Representative (it being understood and agreed that if the ~~Borrowers do~~ Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied to prepay the Term Loans (including, for the avoidance of doubt, the Term B-1 Loans and the Term B-2 Loans) on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The ~~Borrowers~~ Borrower Representative may, upon delivery of a notice to the ~~Swing Line~~ Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay ~~Swing Line~~ Swingline Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the ~~Swing Line~~ Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 ~~or a whole multiple of $100,000~~ in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower Representative, unless rescinded, the ~~Borrowers~~ US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower Representative may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that, on or prior to the date that is six (6) months after the Closing Date, the Term Borrowers (i) make any prepayment of Term B Loans in connection with any Repricing Event or (ii) effect any amendment of this Agreement resulting in a Repricing Event, the Term Borrowers shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Appears in 1 contract

Sources: Credit Agreement (W R Grace & Co)

Optional Prepayments. (ia) ~~The~~ Subject to Section 4.4, the Borrowers may, upon notice to the ~~Administrative~~ Agent, at any time or from time to time voluntarily prepay ~~Term~~ Loans ~~and Revolving Credit Loans~~ (other than Swingline Loans) in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that ~~(1)~~ such notice must be received by the ~~Administrative~~ Agent not later than ~~1:00 p.m.~~ 12:00 noon (New York City time) (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans~~; (2) any~~ . Such notice of prepayment ~~of Eurocurrency Rate Loans~~ shall be ~~in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof~~ irrevocable and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be ~~prepaid~~prepaid and whether the Loans to be prepaid are Acquisition Loans or Revolving Loans. The ~~Administrative~~ Agent will promptly notify each ~~Appropriate Lender~~ Bank of its receipt of ~~each~~ any such notice, and of ~~the amount of~~ such ~~Lender’s~~ Bank's Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment~~ , together with, in the case of ~~a Eurocurrency~~ Eurodollar Rate ~~Loan shall be accompanied by all~~ Loans, accrued interest ~~thereon, together with~~ to such date on the amount prepaid and any ~~additional~~ amounts required pursuant to Section ~~3.05. Each~~ 4.4; provided, that no amount of any optional prepayment ~~of Term Loans pursuant to~~ under this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a2.6(a) may be applied to the ~~Term B-2~~ Revolving Loans ~~on a better than pro rata basis as compared to the Term B-1 Loans~~unless and until all Specified Acquisition Loans have been paid in full. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iiib) The Borrowers may, upon notice to the Swing Line ~~Lender~~ Bank (with a copy to the ~~Administrative~~ Agent), at any time or from time to time, voluntarily prepay ~~Swing Line~~ Swingline Loans in whole or in part without premium or penalty; provided that (1i) such notice must be received by the Swing Line ~~Lender~~ Bank and the ~~Administrative~~ Agent not later than ~~1:00 p.m.~~ 12:00 noon (New York City time) on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $~~100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding~~100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Amerigas Finance Corp)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and~~ Revolving Credit Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of Eurocurrency ~~Rate~~ RateTerm SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency ~~Rate~~ RateTerm SOFR Loans shall be in a minimum principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 500,000 in excess thereof; ~~and~~ (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in the case of each ~~case~~of clauses (2) and (3), the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such ~~prepayment~~ pre-payment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. ~~If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.~~ Any prepayment of a Eurocurrency ~~Rate~~ Rateany Loan shall be accompanied by all accrued interest ~~thereon~~thereon and, ~~together~~ with respect to Term SOFR Loans, any additional amounts required pursuant to Section 3.05. ~~Each~~ At the Borrower’s election in connection with any prepayment ~~of Term Loans~~ pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment), such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may not be applied to ~~the Term B-2 Loans on~~ any Loan of a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) Defaulting Lender. The ~~Borrowers~~ Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by ~~the~~ such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the ~~prepayment, and~~ prepayment or (2) any such prepayment of Swing Line Loans made in Dollars shall be in a minimum principal amount of $~~100,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment~~. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Duck Creek Technologies, Inc.)

Optional Prepayments. (ia) ~~The Borrowers may, upon notice~~ To the extent that the Borrower is not required to apply an optional prepayment to prepay the First Lien Term Loans pursuant to the ~~Administrative Agent~~terms of the First Lien Term Loan Agreement, the Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, subject to paragraph (b) of this Section, but otherwise without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.21. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified ~~therein. Any prepayment of a Eurocurrency Rate Loan shall~~ therein (but which notice may be ~~accompanied by all accrued interest thereon~~subject to funding under one or more replacement facilities), together with accrued interest to such date on the amount prepaid. Optional prepayments of Loans shall be applied pro rata against the remaining installments thereof. Optional partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or any ~~additional~~ integral multiple of $500,000 in excess thereof. To the extent set forth therein, amounts ~~required pursuant to Section 3.05. Each prepayment of Term Loans~~ prepaid pursuant to this Section ~~2.05(a)~~ 2.11 shall be applied ~~to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under set forth in Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans2.12(b). (iia) ~~Notwithstanding~~ In the ~~foregoing provisions~~ event that Loans are prepaid in whole or in part pursuant to paragraph (a) of this Section ~~2.05(a)~~ or ~~anything~~ pursuant to Section 2.12, in ~~this Agreement~~ each case, on or ~~any other Loan Document~~ prior to the ~~contrary~~third anniversary of the Closing Date, in the ~~event that:~~ Borrower shall pay to the Lenders a prepayment fee (1a “Prepayment Fee”) on the principal amount so prepaid, as follows: Relevant Period of the principal amount so prepaid On or prior to the first anniversary of the Closing ~~Date, the Borrowers~~ Date (iif such prepayment is made with LA Asset Sale Proceeds) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.01 % of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on On or prior to the first anniversary of the Closing ~~Date,~~ Date (iif such prepayment is made other than with the LA Asset Sale Proceeds) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on 2 % On or prior to the second anniversary of the Closing ~~Date,~~ Date but after the ~~Borrowers (i) make any prepayment~~ first anniversary of ~~Term B-1 Loans in connection with any Repricing Transaction~~ the Closing Date 2 % On or ~~(ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay~~ prior to the ~~Administrative Agent, for the ratable account of each~~ third anniversary of the ~~applicable Term B-1 Lenders, (x) in~~ Closing Date but after the ~~case of clause (i), a prepayment premium of 1.0%~~ second anniversary of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.Closing Date 1 %

Appears in 1 contract

Sources: Second Lien Term Loan Agreement (Spanish Broadcasting System Inc)

Optional Prepayments. (ia) The ~~Borrowers~~ Borrower may, upon notice to the ~~Administrative Agent~~Bank not later than 2:00 p.m. (Connecticut time) on the date of payment, prepay the Base Rate Loans, without premium or penalty, in whole at any time or from time to time ~~voluntarily prepay Term Loans and Revolving Credit Loans in whole or~~ in part ~~without premium or penalty~~ by paying the principal amount being prepaid together with accrued interest thereon to the date of prepayment. (~~except as set forth below); provided that (1~~b) ~~such notice must be received by the Administrative Agent not later than 1:00 p.m. (A)~~ The Borrower may, upon at least three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon Days' notice to the ~~Swing Line Lender (with a copy to~~ Bank, prepay the ~~Administrative Agent)~~Eurodollar Rate Loans, in whole at any time or from time to ~~time~~time in part, ~~voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that~~ by paying the principal amount being prepaid together with (1i) ~~such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on~~ accrued interest thereon to the date of ~~the prepayment,~~ prepayment and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(aii) if such prepayment occurs on a date that is not the last day of the Interest Period applicable to such Revolving Loan, any amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate the Bank for any loss, cost or expense which the Bank may incur as a result of such prepayment, including without limitation, any loss, cost or expense incurred by reason of funds liquidation or reemployment of deposits or other funds acquired by the Bank to fund or maintain such Eurodollar Rate Loan and any administrative costs, expenses or charges of the Bank as a result thereof. Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have ~~resulted~~ accrued on the principal amount so prepaid for the period from ~~a refinancing~~ the date of ~~all~~ such prepayment to the last day of the ~~Facilities~~then current Interest Period for such Eurodollar Rate Loan at the applicable rate of interest for such Eurodollar Rate Loan provided for herein over (ii) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount the Bank would have bid in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by the Bank), ~~which refinancing shall~~ if the Bank has match-funded such Eurodollar Rate Loan, or the Bank's cost of funds, if the Bank has not ~~be consummated or shall otherwise be delayed~~match-funded. The Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by the Bank for compensation under this Section 2.7.

Appears in 1 contract

Sources: Credit Agreement (Donegal Group Inc)

Optional Prepayments. ~~(i) The Borrowers may, upon notice to the Administrative Agent,~~ Each Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ its Loans, in whole or in ~~part~~ part, without premium or ~~penalty~~ penalty, upon irrevocable notice of the Company (~~except~~ on its own behalf or on behalf of any other Borrower) delivered to the Administrative Agent no later than 1:00 P.M., Local Time, three Business Days prior thereto (or such later date or time as ~~set forth below); provided that (1) such notice must~~ may be ~~received~~ agreed by the Administrative Agent ~~not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days~~ in its reasonable discretion), in the case of ~~Loans denominated in Euro) prior to any date of prepayment of~~ Eurocurrency ~~Rate~~ Loans and ~~(B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ Alternate Currency Loans, ~~$3,000,000~~ and no later than 1:00 P.M., New York City time, one Business Day prior thereto (or ~~a whole multiple~~ such later date or time as may be agreed by the Administrative Agent in its reasonable discretion), in the case of ~~$1,000,000 in excess thereof and (ii) with respect to Term~~ ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurocurrency Loans, Alternate Currency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.18. ~~The~~ Upon receipt of any such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) except in the case of ~~clause (i), a prepayment premium of 1.0% of~~ Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ~~the Term B-2~~ Revolving Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in an aggregate principal amount of $5,000,000, €5,000,000 or ¥500,000,000 or a ~~minimum~~ whole multiple of $1,000,000, €1,000,000 or ¥100,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple ~~of $100,000 in excess thereof or~~thereof. Notwithstanding the foregoing, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers Company may ~~rescind~~ revoke or postpone any notice of prepayment ~~under Section 2.05(a)~~ if such prepayment would have resulted from a refinancing of ~~all of~~ the ~~Facilities~~Loans or proceeds from another transaction, which refinancing or transaction shall not be consummated or otherwise shall ~~otherwise~~ be delayed.

Appears in 1 contract

Sources: Credit Agreement (First Solar, Inc.)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~relevant Facilities and Incremental Facilities. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess ~~thereof or~~thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans constituting Term B Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans constituting Term B Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Loan constituting Term B Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans constituting Term B Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Appears in 1 contract

Sources: Credit Agreement (Nexstar Media Group, Inc.)

Optional Prepayments. (ia) The ~~Borrowers~~ Borrower may, upon at least one (1) Domestic Business Day's notice to the ~~Administrative~~ Lead Agent, prepay any Base Rate Borrowing or Swing Line Borrowing in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans and Revolving Credit Loans in whole or~~ in part ~~without premium~~ in amounts aggregating One Million Dollars ($1,000,000) or ~~penalty~~ any larger multiple of One Hundred Thousand Dollars (~~except as set forth below~~$100,000)~~; provided that~~ , by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (1b) ~~such notice must be received by the Administrative Agent not later than 1:00 p.m. (A)~~ The Borrower may, upon at least three (3) Euro-Dollar Business Days' notice to the Lead Agent, prepay any Euro-Dollar Loan or CD Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article VIII, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan or CD Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.14. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days ~~(or four (4) Business Days~~ notice to the Lead Agent. The Lead Agent shall notify the Borrower of any amounts due pursuant to Section 2.14 in ~~the case of Loans denominated in Euro) prior to any date of~~ connection with such prepayment ~~of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans;~~ within two (2) ~~any~~ Euro-Dollar Business Days after receipt of such notice from the Borrower (but subject to the right to submit subsequently a corrected statement). Each such optional prepayment ~~of Eurocurrency Rate Loans~~ shall be in ~~a principal amount of (i~~the amounts set forth in Section 2.12(a) ~~with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof~~ above and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to prepay ratably the ~~installments thereof on a pro rata basis between~~ Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansBanks included. (iic) ~~Notwithstanding~~ The Borrower may not prepay any Money Market Loan. (d) The Borrower may at any time and from time to time cancel all or any part of the ~~foregoing provisions of this Section 2.05(a~~Commitments or Swing Line Commitments, in amounts aggregating One Million Dollars ($1,000,000) or ~~anything in this Agreement or~~ any ~~other Loan Document~~ larger multiple of One Hundred Thousand Dollars ($100,000), by the delivery to the ~~contrary~~Lead Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.12(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being cancelled, upon at least one (1) Domestic Business Day's notice to the Lead Agent and the Swing Lenders, if applicable, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation (or, in the ~~event that: (1) on or prior to the first anniversary~~ -------- case of the ~~Closing Date~~Swing Line Commitment, ~~the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction~~ all or ~~(ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each~~ such portion of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers Swing Line Commitment shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice terminate as to the Swing Line Lender on the date set forth in the such notice of cancellation), and, if there are any Loans or Swing Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.12(a) and (~~with~~ b). Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In no event shall Borrower be permitted to cancel Commitments for which a ~~copy~~ Letter of Credit has been issued and is outstanding unless Borrower returns such Letter of Credit to the ~~Administrative Agent),~~ applicable Fronting Bank. (e) The Borrower may at any time ~~or from time~~ return any undrawn Letters of Credit to ~~time~~the Fronting Bank in whole, ~~voluntarily prepay Swing Line Loans~~ but not in ~~whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender~~ part, and the ~~Administrative~~ Fronting Bank shall promptly cancel such returned Letters of Credit and give the Borrower, the Lead Agent ~~not later than 1:00 p.m. on the date~~ and each of the ~~prepayment~~Banks notice of such cancellation. (f) Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit pursuant to this Section, the Lead Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (2if any) ~~any~~ of such prepayment ~~shall be in a minimum principal amount of $100,000~~ or ~~a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each~~ cancellation and such notice shall ~~specify the date and amount of such prepayment. If such notice is given~~ not thereafter be revocable by the ~~Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~Borrower. (ivg) ~~Notwithstanding anything~~ Any amounts so prepaid pursuant to Section 2.12(a) or (b) may be reborrowed. In the ~~contrary contained in this Agreement, the Borrowers may rescind~~ event Borrower elects to cancel all or any ~~notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all~~ portion of the ~~Facilities~~Commitments pursuant to Section 2.12(d) hereof, ~~which refinancing shall~~ such amounts may not be ~~consummated or shall otherwise be delayed~~reborrowed.

Appears in 1 contract

Sources: Revolving Credit Agreement (Trinet Corporate Realty Trust Inc)

Optional Prepayments. (i) ~~The Borrowers may~~Subject to clause (b) below, ~~upon notice to~~ the ~~Administrative Agent, at any time or~~ Borrower may from time to time ~~voluntarily prepay Term Loans~~ and ~~Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that~~ at any time upon at least one (1) ~~such~~ Business Day’s prior written notice ~~must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (~~repay or ~~four (4) Business Days in the case~~ prepay, without penalty or premium all or any part of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency~~ outstanding Floating Rate Loans ~~and (B) on~~ comprising the ~~date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be~~ same Advance in ~~a principal~~ an aggregate minimum amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000 or a whole multiple of $1,000,000~~ 10,000,000 and in ~~excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple~~ integral multiples of $1,000,000 in excess thereof~~; and~~ . Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) ~~any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case,~~ Business Days’ prior written notice to the ~~entire principal amount thereof then outstanding. Each such notice shall specify the date and amount~~ Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a)(i) shall be for the ~~Class(es)~~ entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and ~~Type(s~~shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of ~~Loans to be prepaid~~such selection. ~~The Administrative Agent will promptly notify each Appropriate Lender~~ Each repayment of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice an Advance shall be ~~due and payable on~~ applied ratably to the ~~date specified therein~~Loans included in the repaid Advance. ~~Any prepayment~~ Repayments of ~~a Eurocurrency Rate Loan~~ Advances shall be accompanied by ~~all~~ accrued interest ~~thereon, together with any additional~~ on the amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loansrepaid. (ii) ~~Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in~~ In the event ~~that: (1) on or~~ any Term B Loans are subject to a Repricing Event prior to the ~~first~~ six month anniversary of the Closing Date, ~~the Borrowers (i) make~~ a Term B Lender whose Term B Loans are prepaid or repaid in whole or in part, or which is required to assign any ~~prepayment~~ of its Term ~~B-2~~ B Loans pursuant to Section 2.19, in connection with ~~any~~ such Repricing ~~Transaction~~ Event or ~~(ii) effect any amendment~~ which holds a Term B Loan the All-in Yield of ~~this Agreement resulting in~~ which is reduced as a result of a Repricing ~~Transaction with respect to Term B-2 Loans, the Borrowers~~ Event shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), be paid an amount equal to ~~1.0~~1.00% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of ~~$100,000~~ such Lender’s Term B Loans so prepaid, repaid, assigned or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrepriced. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Optional Prepayments. (i) ~~The Borrowers~~ At its option, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; ~~provided~~ provided, that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than ~~1:00~~ 12:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or ~~a whole~~ an integral multiple of $100,000 in excess thereof or, if less, the ~~entire~~ principal amount ~~thereof then outstanding~~of all outstanding Swing Line Loans. Each such notice shall specify the date and specify a minimum amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ii) At any time there are no Swing Line Loans outstanding, at their option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of LIBOR Loans, upon notice from the Borrower to the Administrative Agent no later than 12:00 p.m. on the date of prepayment, at any time or from time to time, voluntarily prepay the Base Rate Loans or LIBOR Loans in any Revolving Loan Borrowing in whole or in part without premium or penalty; provided, that any such prepayment shall be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof or, if less, the principal amount of all outstanding Revolving Loans. Each such notice shall specify the date and specify a minimum amount of such prepayment; provided, that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loans, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) At its option, the Borrower may, subject to payment of the Prepayment Premium, if applicable, and further subject to Section 2.13 in the case of LIBOR Portions, upon notice from the Borrower to the Administrative Agent no later than 12:00 p.m. on the date of prepayment, prepay the Base Rate Portions or LIBOR Portions in a Term Loan Borrowing in whole or in part, in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment; provided, that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loan or LIBOR Portion, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may be conditioned on the effectiveness of new credit facilities that are contemplated to refinance the Obligations or on the consummation of an asset sale or capital raising event and may be revoked to the extent such condition is not satisfied. Unless an Event of Default has occurred and is continuing, all prepayments under this Section 2.06(b)(iii) shall be applied as directed by the Borrower or, if the Borrower fails to provide such direction (A) first, to prepay the remaining installments of principal on the Term Loans in direct order of application, (B) then to prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding without permanent reduction of the Total Revolving Loan Commitment, (C) then to prepay the Revolving Loans to the extent Revolving Loans are then outstanding, without permanent reduction of the Total Revolving Loan Commitment and (D) otherwise, to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, without permanent reduction of the Total Revolving Loan Commitment. (iv) Notwithstanding ~~anything~~ the foregoing, if an Event of Default has occurred and is continuing, prepayments under this Section 2.06(b) shall be applied to prepay the principal amount of the outstanding Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations on a pro rata basis in accordance with the then outstanding principal amount of the Loans and L/C Obligations (with (x) the portion allocated to the ~~contrary contained~~ Revolving Loans, Swing Line Loans and L/C Obligations to be applied first to prepay the Swing Line Loans in ~~this Agreement~~full, second to prepay the ~~Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing~~ Revolving Loans in full and then to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of all L/C Obligations and (y) the portion allocated to the Term Loans to be applied to prepay the remaining installments of principal on the ~~Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~Term Loans (including the final installment) on a pro rata basis.

Appears in 1 contract

Sources: Credit Agreement (Del Taco Restaurants, Inc.)

Optional Prepayments. ~~(i) The Borrowers~~ Subject to this Section 2.05, the Borrower may, upon notice to the Administrative Agent, at any time ~~or from time to time~~ after the six-month anniversary of the Closing Date voluntarily prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in ~~part without premium or penalty (except as set forth below)~~part; provided that (1) such notice must be received by the Administrative Agent not later than ~~1:00~~ 12:00 p.m. (New York City time) (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency Rate~~ Eurodollar Loans and (B) on the date of prepayment of Base Rate Loans; and (2) any prepayment of ~~Eurocurrency Rate~~ Eurodollar Loans shall be in a principal amount of (ix) ~~with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, ~~in each case~~if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such ~~prepayment~~ prepayment, the amount of the Applicable Prepayment Premium due thereon (provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14) and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender~~’s Pro Rata Share~~ 's pro rata share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, it shall be irrevocable, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with the Applicable Prepayment Premium and accrued interest to such date on the amount prepaid. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by ~~all accrued interest thereon, together with~~ any additional amounts required pursuant to Section ~~3.05~~2.14. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the ~~Appropriate~~ Lenders in accordance with their respective ~~Pro Rata Shares; provided that, at the Borrowers’ option,~~ pro rata shares. Optional prepayments of ~~Term~~ Loans made pursuant to this Section ~~2.05(a) may~~ 2.05 shall be ~~applied to~~ accompanied by payment of the ~~Term B-2 Loans~~ Applicable Prepayment Premium and all accrued interest on ~~a better than pro rata basis as compared to the Term B-1~~ such Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Rotech Healthcare Inc)

Optional Prepayments. (iviii) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or penalty (except ~~as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days~~ in the case of Term Loans ~~denominated~~ as otherwise provided in ~~Euro~~paragraph (b) below), upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior ~~to any date~~ thereto in the case of ~~prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, and whether such prepayment ~~and~~ is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the ~~Class(es) and Type(s)~~ last day of ~~Loans~~ the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.16. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Base Rate Loans) accrued interest to such date on the amount prepaid. Optional partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (a) Any (i) optional prepayment of the Term Loans (other than Incremental Term Loans) using proceeds of Indebtedness incurred by the Borrower from a ~~Eurocurrency~~ substantially concurrent incurrence of syndicated term loans for which the interest rate payable thereon on the date of such prepayment is lower than the Eurodollar Rate ~~Loan~~ on the date of such prepayment plus the Applicable Margin with respect to such Term Loans on the date of such prepayment with the primary purpose of refinancing Term Loans at a lower interest rate or (ii) repricing of the Term Loans (other than Incremental Term Loans) pursuant to an amendment to this Agreement resulting in the interest rate payable thereon on the date of such amendment being lower than the Eurodollar Rate on the date immediately prior to such amendment plus the Applicable Margin with respect to the Term Loans on the date immediately prior to such amendment, shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment ~~premium of 1.0~~fee equal to 1.00% of the aggregate principal amount of ~~the Term B-2 Loans being prepaid and~~ such prepayment (y) or, in the case of clause (ii)) above, ~~an amount equal to 1.0%~~ of the aggregate amount of ~~the applicable~~ Term ~~B-2~~ Loans (other than Incremental Term Loans) outstanding immediately prior to such amendment~~; (2~~) if made on or prior to the ~~first~~ one-year anniversary of the ~~Closing~~ Amendment Effective Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Sba Communications Corp)

Optional Prepayments. Subject to Section 3.4 and the requirements of Section 2.7, the Borrower may (ia) ~~The Borrowers may, upon~~ following notice given to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received Agent by the ~~Administrative Agent~~ Borrower, by not later than ~~1:00 p.m.~~ 10:00 a.m. (~~A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B~~Chicago time) on the date of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a~~ the proposed prepayment, such notice specifying the aggregate principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the proposed date of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Base Rate Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (2b) following notice given to the Administrative Agent by the Borrower by not later than 10:00 a.m. (Chicago time) on, if the Advance to be prepaid is a Eurodollar Rate Advance, the fifth Business Day preceding the date of the proposed prepayment, such notice specifying the Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, the Borrower shall, prepay the outstanding principal amounts of the Eurodollar Rate Loans comprising a Eurodollar Rate Advance in whole (and not in part), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that the Borrower may not so prepay any Advances consisting of Term Loans unless such prepayment is made in accordance with the terms of the Intercreditor Agreement. Each partial prepayment shall be in ~~a minimum~~ an aggregate principal amount of not less than $~~100,000 or a whole~~ 1,000,000 and `an integral multiple of $~~100,000 in excess thereof or~~1,000,000. Optional prepayments of the Loans shall be applied to each of the then remaining installments payable under the Term Loans, on a ratable basis based upon the ~~entire principal amount thereof then outstanding. Each such notice shall specify the date and amount~~ respective amounts of such ~~prepayment. If such notice is given by~~ installments and, upon payment in full of the ~~Borrowers~~Term Loans, ~~the Borrowers shall make such prepayment and the payment amount specified in such notice~~ shall be ~~due and payable on the date specified therein~~applied to then outstanding Revolving Loans. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Wabash National Corp /De)

Optional Prepayments. ~~(i)~~ The Borrowers may, upon ~~notice~~ delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part Revolving Loans outstanding under this Agreement without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ noon, Dallas time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~100,000~~ 1,000,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and ~~of the amount~~ of such Lender’s Pro Rata Share of such prepayment. If such notice is given by ~~the~~ Borrowers, ~~the~~ Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Revolving Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares~~; provided that~~. Unless a Default, at Event of Default or Borrowing Base Deficiency has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the ~~Borrowers’ option, prepayments of Term~~ Revolving Loans ~~pursuant to this Section 2.05(a)~~ may be ~~applied~~ reborrowed by Borrowers, subject to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~terms and conditions hereof. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (PostRock Energy Corp)

Optional Prepayments. (ia) The ~~Borrowers~~ Borrower may, upon at least fifteen days' prior revocable written notice to the ~~Administrative Agent~~Board, ~~at any time or from time~~ the Loan Administrator and the Agent stating the proposed date and aggregate principal amount of the prepayment, elect to ~~time voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the outstanding principal amount of the Loan, ratably as to each Tranche, in whole or in part ~~without premium~~ (but not less than a minimum amount of the lesser of $5,000,000 and five percent of the then outstanding principal amount of the Loan), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of all or ~~penalty (except as set forth below); provided that (1)~~ a portion of the Loan is made by the Borrower other than on an Interest Payment Date or if the Borrower revokes such notice ~~must be received by~~ at any time within such fifteen days, the ~~Administrative~~ Borrower shall also pay any amounts owing pursuant to Section 2.10(e) and (f). The Borrower shall establish to the satisfaction of the Board and the Agent ~~not later than 1:00 p.m. (A)~~ three ~~(3) Business Days (or four (4)~~ Business Days in ~~the case~~ advance of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2)~~ any prepayment of ~~Eurocurrency Rate Loans shall~~ the Loan its ability to pay the amount to be ~~in a~~ prepaid. (b) Upon the giving of any notice of prepayment under clause (a) of this Section 2.5, the principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the ~~entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans~~ Loan specified to be ~~prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice,~~ prepaid together with accrued and ~~of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers~~ unpaid interest thereon shall ~~make such prepayment and the payment amount specified in such notice shall be~~ become due and payable on the date specified ~~therein.~~ for such prepayment; provided, however, that any failure to make any such prepayment in full on such date shall be deemed to be an automatic revocation of the notice of prepayment given under Section 2.5(a) and such failure shall not constitute a Default or an Event of Default hereunder; provided, further, however, that the Borrower shall be obligated to pay on such date any amounts owing under Section 2.10(e) and (f) due to such failure to prepay. (c) Any such prepayment shall be paid to the Agent for application as provided in Section 2.9, and any partial prepayment of ~~a Eurocurrency Rate~~ the Loan ~~shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a)~~ resulting from such application shall be applied to the then remaining installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each outstanding principal amount of the ~~applicable Term B-2 Lenders,~~ Loan (xratably as to each Tranche) in the ~~case~~ inverse order of ~~clause (i), a prepayment premium of 1.0% of~~ maturity thereof. The Borrower shall have no right to optionally prepay the principal amount of the ~~Term B-2 Loans being prepaid and (y)~~ Loan other than as provided in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section ~~2.05(a~~2.5, Section 2.10(b) or Section ~~2.05(b)(iii~~2.10(d), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Loan Agreement (Ata Holdings Corp)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term~~ the Loans of any Class (and Revolving ~~Credit~~ Loans under any Class of Revolving Commitments selected by the Borrower), in whole or in ~~part~~ part, without premium or ~~penalty (except~~ penalty, upon notice in such form as ~~set forth below); provided that (1) such notice must~~ may be ~~received~~ approved by the Administrative Agent ~~not~~ (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 1:00 ~~p.m. (A)~~ P.M., New York City time, at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Term SOFR Loans and ~~(B) on~~ no later than 1:00 P.M., New York City time, at least one Business Day prior thereto in the ~~date~~ case of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ ABR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such prepayment and~~ prepayment, the ~~Class(es) and Type(s)~~ Class of Loans being prepaid and whether the prepayment is of Term SOFR Loans or ABR Loans; provided, that if a Term SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.18. ~~The~~ Upon receipt of any such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment~~ Partial prepayments of Term Loans and Revolving Loans pursuant to this Section ~~2.05(a~~2.8(a) shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class (or Revolving Loans under any Revolving Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the ~~installments thereof~~ Loans of such Class (or the Revolving Loans under such Class of Revolving Commitments as the case may be) of each Lender on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with ~~their~~ the respective ~~Pro Rata Shares; provided that~~amounts of such Loans held by each such Lender. (i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at ~~the Borrowers’ option, prepayments of~~ any time and from time to time to prepay Term Loans ~~pursuant to this Section 2.05(a) may be applied~~ of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the principal amount of such Term ~~B-2~~ Loans and on a ~~better than~~ non pro rata basis ~~as compared~~ (each, an “Offered Voluntary Prepayment”) either (x) purchasing directly from Lenders at the Borrower’s sole discretion pursuant to Section 10.6(g) or (y) pursuant to the procedures described in this Section 2.8(b); provided that (A) no Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is continuing, (B) any Offered Voluntary Prepayment shall be offered to all Lenders with Term ~~B-1 Loans~~Loans of the Class selected by the Borrower on a pro rata basis and (C) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating that (1) no Default or Event of Default has occurred and is continuing or would result from such Offered Voluntary Prepayment and (2) each of the conditions to such Offered Voluntary Prepayment contained in this Section 2.8(b) has been satisfied. (ii) ~~Notwithstanding~~ To the ~~foregoing provisions~~ extent the Borrower seeks to make an Offered Voluntary Prepayment pursuant to Section 2.8(b)(i)(y), the Borrower will provide written notice from a Responsible Officer of ~~this Section 2.05(a) or anything in this Agreement or any other Loan Document~~ the Borrower to the ~~contrary~~Administrative Agent (each, an “Offered Prepayment Option Notice”) that the Borrower desires to prepay Term Loans of a specified Class in an aggregate principal amount specified therein by the ~~event that:~~ Borrower (~~1) on~~ each, a “Proposed Offered Prepayment Amount”). The Proposed Offered Prepayment Amount shall not be less than $25,000,000 (or ~~prior to~~ such lesser amount if the ~~first anniversary~~ Term Loans of ~~the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in~~ such specified Class have a ~~Repricing Transaction~~ lower aggregate amount outstanding at such time). The Offered Prepayment Option Notice shall further specify with respect to the proposed Offered Voluntary Prepayment: (A) the Proposed Offered Prepayment Amount for Term ~~B-2 Loans~~Loans and the Class of Term Loans with respect to such offer is being made, (B) an offered prepayment price range (which may be a single percentage) selected by the ~~Borrowers shall pay~~ Borrower with respect to such proposed Offered Voluntary Prepayment equal to a percentage of par of the ~~Administrative Agent, for the ratable account~~ principal amount of ~~each~~ Term Loans of the applicable ~~Term B-2 Lenders,~~ Class (xthe “Offered Range”) ~~in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid~~ and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (iC) the ~~Borrowers make any prepayment of Term B-1 Loans pursuant~~ date by which Lenders are required to ~~this Section 2.05(a~~indicate their election to participate in such proposed Offered Voluntary Prepayment (the “Acceptance Date”) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers which shall ~~pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3)~~ be at least five Business Days following the ~~first anniversary~~ date of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such ~~amendment~~Offered Prepayment Option Notice is delivered. (iii) ~~The Borrowers may~~Upon receipt of an Offered Prepayment Option Notice, ~~upon notice~~ the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the ~~Swing Line~~ Acceptance Date, each such Lender may specify by written notice in form reasonably satisfactory to the Administrative Agent (each, a “Lender Participation Notice”; it being understood that a Lender may deliver more than one Lender Participation Notice, and that each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans in respect of any other Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a ~~copy~~ minimum price (the “Acceptable Price”) within the Offered Range at which such Lender is willing to accept a prepayment of a portion of its Term Loans of the applicable Class and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is willing to permit an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable prepayment price for Term Loans pursuant to such Offered Voluntary Prepayment (the “Applicable Price”), which Applicable Price shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Offered Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified by the Lenders that is within the Offered Range. The Applicable Price shall be applicable for all Lenders who have offered to participate in the Offered Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Voluntary Prepayment of any of its Loans at the Applicable Price. (iv) The Borrower shall make an Offered Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less than the Applicable Price (“Qualifying Loans”) at the Applicable Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, ~~at any~~ such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay all Qualifying Loans. (v) Each Offered Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time ~~or from time~~ required to ~~time~~calculate the Applicable Price and determine the amount and holders of Qualifying Loans), ~~voluntarily prepay Swing Line Loans in whole or in part~~ without premium or ~~penalty; provided that~~ penalty (~~1) such~~ and not subject to Section 2.18), upon irrevocable notice ~~must be received by the Swing Line Lender and~~ (each an “Offered Voluntary Prepayment Notice”), delivered to the Administrative Agent ~~not~~ no later than 1:00 ~~p.m. on~~ P.M., New York City time, three Business Days prior to the date of ~~the prepayment~~such Offered Voluntary Prepayment, ~~and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such~~ which notice shall specify the date and amount of ~~such prepayment~~the Offered Voluntary Prepayment and the Applicable Price determined by the Administrative Agent. Upon receipt of any Offered Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If ~~such notice~~ any Offered Voluntary Prepayment Notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date specified ~~therein~~therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (ivvi) Prior to the delivery of an Offered Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in any Offered Voluntary Prepayment pursuant to any Lender Participation Notice. (vii) To the extent not expressly provided for herein, each Offered Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.8(b)(iii) above) established by the Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial institution or other advisor (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with any Offered Voluntary Prepayment and, in such event, the Administrative Agent agrees, subject to its internal agency policies, to provide such reasonable cooperation as may be requested by the Borrower in order to facilitate communications from such arranger to the Lenders and otherwise to provide access to Lender Participation Notices. (viii) Each of the Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.8(b) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Offered Voluntary Prepayment provided for in this Section 2.8 as well as activities of the Administrative Agent. Notwithstanding anything ~~to the contrary contained in this Agreement~~set forth herein, the ~~Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing~~ Administrative Agent shall not be ~~consummated~~ required to serve as the auction agent for, or ~~shall otherwise be delayed~~have any other obligations to participate in (other than mechanical administrative duties), or facilitate, any Offered Voluntary Prepayment unless it is reasonably satisfied with the terms and restrictions of such auction.

Appears in 1 contract

Sources: Credit Agreement (Cco Holdings LLC)

Optional Prepayments. (i) The Borrowers may, upon notice to the Administrative ~~Agent~~Agent by the Parent Borrower, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in part without premium or penalty (except as set forth ~~below~~in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ (A) 12:00 p.m., New York City time, three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency Rate~~ Term Benchmark Loans and (B) on 1:00 p.m., New York City time, one (1) Business Day prior to the date of prepayment of Base Rate Loans; , (2) any prepayment of ~~Eurocurrency Rate~~ Term Benchmark Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof ~~and (ii) with respect to Term Loans~~or, ~~$5,000,000 or a whole multiple of $1,000,000~~ in ~~excess thereof;~~ each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency Rate~~ Term Benchmark Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section ~~3.05~~3.04. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied ~~against~~ ratably among the Term Facilities and to the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment[Reserved]. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the ~~Facilities~~Term Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrowers (x) make any prepayment of Initial Term B-1 Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Initial Term B-1 Term Loans, in each case prior to the twelve (12) month anniversary of the Closing Date, the Borrowers shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Initial Term B-1 Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Initial Term B-1 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the Initial Term B-1 Lenders.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Owens & Minor Inc/Va/)

Optional Prepayments. (i) The ~~Borrowers may, upon notice to~~ Borrower shall have the ~~Administrative Agent,~~ right at any time or and from time to time ~~voluntarily~~ to prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in ~~part~~ part, without premium or ~~penalty~~ penalty, subject to prior notice in accordance with paragraph (~~except as set forth below); provided that~~ a)(ii) of this Section 2.10. (1ii) ~~such notice must be received by~~ The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing pursuant to a notice in the form of Exhibit B-5 of any prepayment hereunder (x) in the case of prepayment of a Eurocurrency Borrowing, not later than ~~1:00 p.m. (A)~~ 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (~~or four (4~~y) ~~Business Days~~ in the case of ~~Loans denominated in Euro~~prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, one (1) Business Day prior to ~~any~~ the date of prepayment or (z) in the case of ~~Eurocurrency Rate Loans and (B)~~ prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the ~~date and amount of such~~ prepayment ~~and~~ date, the ~~Class(es) and Type(s)~~ Class or Classes of Loans to be ~~prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt~~ repaid and the principal amount of each ~~such notice~~Borrowing or portion thereof to be prepaid; provided that, ~~and~~ a notice of prepayment delivered by the ~~amount of such Lender’s Pro Rata Share of such prepayment. If~~ Borrower may state that such notice is ~~given~~ conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or other transaction, in which case such notice may be revoked by the ~~Borrowers~~Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the ~~Borrowers~~ Administrative Agent shall ~~make such~~ advise the Lenders of the contents thereof. Each partial prepayment ~~and the payment amount specified in such notice~~ of any Borrowing shall be ~~due and payable on~~ in an amount that would be permitted in the ~~date specified therein. Any prepayment~~ case of an advance of a ~~Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to~~ Revolving Borrowing of the same Type as provided in Section ~~3.05~~2.02. Each prepayment of Term Loans pursuant to this Section ~~2.05(a~~2.10(a) shall be applied to repayments thereof required pursuant to Section 2.09(b) in the ~~installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed~~ order selected by the ~~Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time~~ Borrower. Each prepayment of ~~such prepayment, such prepayment~~ a Borrowing shall be applied ~~against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid~~ ratably to the ~~Appropriate Lenders~~ Loans included in ~~accordance with their respective Pro Rata Shares; provided that, at~~ the ~~Borrowers’ option, prepayments~~ notice of ~~Term Loans~~ prepayment. Prepayments pursuant to this Section ~~2.05(a~~2.10(a) ~~may~~ shall be ~~applied~~ accompanied by accrued interest to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this~~ extent required by Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers 2.12 and shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant be subject to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment2.15. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Caseys General Stores Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or penalty (except as set forth below)~~; provided that (1) such~~ , upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B)~~ on the ~~date~~ same Business Day in the case of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate~~ ABR Loans ~~shall be in a principal amount of (i) with respect to Revolving Credit~~ and Tranche B-1 Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans, ABR Loans or Tranche B-1 Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.22. ~~The~~ Upon receipt of any such notice in respect of Eurodollar Loans or ABR Loans the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) except in the case of ~~clause (i)~~Revolving Loans, a ABR Loans, Tranche B-1 Loans and Swingline Loans) accrued interest to such date on the amount prepaid and any prepayment premium to the extent required by Section 2.10(b). Partial prepayments of ~~1.0% of the~~ Tranche B Term Loans and Revolving Loans shall be in an aggregate principal amount of ~~the Term B-2~~ $1,000,000 or a whole multiple thereof, and partial prepayments of Tranche B-1 Loans ~~being prepaid and (y)~~ shall be in ~~the case of clause (ii),~~ an ~~amount equal to 1.0% of the~~ aggregate amount of ~~the applicable Term B-2~~ $100,000 or a whole multiple thereof. Partial prepayments of Swingline Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in ~~a minimum~~ an aggregate principal amount of $100,000 or a whole multiple thereof. Any optional prepayments of ~~$100,000 in excess thereof or,~~ the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice Tranche B Term Loans shall be ~~due and payable on the date specified therein. (iv) Notwithstanding anything~~ applied to the ~~contrary contained~~ remaining installments thereof in ~~this Agreement,~~ the ~~Borrowers may rescind any notice~~ direct order of ~~prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~maturity.

Appears in 1 contract

Sources: Credit Agreement (Tenneco Automotive Inc)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term~~ the Loans of any Class (and Revolving ~~Credit~~ Loans under any Class of Revolving Commitments selected by the Borrower), in whole or in ~~part~~ part, without premium or ~~penalty (except~~ penalty, upon notice in such form as ~~set forth below); provided that (1) such notice must~~ may be ~~received~~ approved by the Administrative Agent ~~not~~ (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 1:00 ~~p.m. (A)~~ P.M., New York City time, at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ no later than 1:00 P.M., New York City time, at least one Business Day prior thereto in the ~~date~~ case of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ ABR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such prepayment and~~ prepayment, the ~~Class(es) and Type(s)~~ Class of Loans being prepaid and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.18. ~~The~~ Upon receipt of any such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment~~ Partial prepayments of Term Loans and Revolving Loans pursuant to this Section ~~2.05(a~~2.8(a) shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class (or Revolving Loans under any Revolving Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the ~~installments thereof~~ Loans of such Class (or the Revolving Loans under such Class of Revolving Commitments as the case may be) of each Lender on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with ~~their~~ the respective ~~Pro Rata Shares; provided that~~amounts of such Loans held by each such Lender. (i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at ~~the Borrowers’ option, prepayments of~~ any time and from time to time to prepay Term Loans ~~pursuant to this Section 2.05(a) may be applied~~ of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the principal amount of such Term ~~B-2~~ Loans and on a ~~better than~~ non pro rata basis ~~as compared~~ (each, an “Offered Voluntary Prepayment”) pursuant to the procedures described in this Section 2.8(b); provided that (A) no Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is continuing, (B) any Offered Voluntary Prepayment shall be offered to all Lenders with Term ~~B-1 Loans~~Loans of the Class selected by the Borrower on a pro rata basis and (C) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating that (1) no Default or Event of Default has occurred and is continuing or would result from such Offered Voluntary Prepayment and (2) each of the conditions to such Offered Voluntary Prepayment contained in this Section 2.8(b) has been satisfied. (ii) ~~Notwithstanding~~ To the ~~foregoing provisions~~ extent the Borrower seeks to make an Offered Voluntary Prepayment, the Borrower will provide written notice from a Responsible Officer of ~~this Section 2.05(a) or anything in this Agreement or any other Loan Document~~ the Borrower to the ~~contrary~~Administrative Agent (each, an “Offered Prepayment Option Notice”) that the Borrower desires to prepay Term Loans of a specified Class in an aggregate principal amount specified therein by the ~~event that:~~ Borrower (~~1) on~~ each, a “Proposed Offered Prepayment Amount”). The Proposed Offered Prepayment Amount shall not be less than $25,000,000 (or ~~prior to~~ such lesser amount if the ~~first anniversary~~ Term Loans of ~~the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in~~ such specified Class have a ~~Repricing Transaction~~ lower aggregate amount outstanding at such time). The Offered Prepayment Option Notice shall further specify with respect to the proposed Offered Voluntary Prepayment: (A) the Proposed Offered Prepayment Amount for Term ~~B-2 Loans~~Loans and the Class of Term Loans with respect to such offer is being made, (B) an offered prepayment price range (which may be a single percentage) selected by the ~~Borrowers shall pay~~ Borrower with respect to such proposed Offered Voluntary Prepayment equal to a percentage of par of the ~~Administrative Agent, for the ratable account~~ principal amount of ~~each~~ Term Loans of the applicable ~~Term B-2 Lenders,~~ Class (xthe “Offered Range”) ~~in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid~~ and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (iC) the ~~Borrowers make any prepayment of Term B-1 Loans pursuant~~ date by which Lenders are required to ~~this Section 2.05(a~~indicate their election to participate in such proposed Offered Voluntary Prepayment (the “Acceptance Date”) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers which shall ~~pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3)~~ be at least five Business Days following the ~~first anniversary~~ date of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such ~~amendment~~Offered Prepayment Option Notice is delivered. (iii) ~~The Borrowers may~~Upon receipt of an Offered Prepayment Option Notice, ~~upon notice~~ the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the ~~Swing Line~~ Acceptance Date, each such Lender may specify by written notice in form reasonably satisfactory to the Administrative Agent (each, a “Lender Participation Notice”; it being understood that a Lender may deliver more than one Lender Participation Notice, and that each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans in respect of any other Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a ~~copy~~ minimum price (the “Acceptable Price”) within the Offered Range at which such Lender is willing to accept a prepayment of a portion of its Term Loans of the applicable Class and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is willing to permit an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable prepayment price for Term Loans pursuant to such Offered Voluntary Prepayment (the “Applicable Price”), which Applicable Price shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Offered Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified by the Lenders that is within the Offered Range. The Applicable Price shall be applicable for all Lenders who have offered to participate in the Offered Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Voluntary Prepayment of any of its Loans at the Applicable Price. (iv) The Borrower shall make an Offered Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less than the Applicable Price (“Qualifying Loans”) at the Applicable Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, ~~at any~~ such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay all Qualifying Loans. (v) Each Offered Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time ~~or from time~~ required to ~~time~~calculate the Applicable Price and determine the amount and holders of Qualifying Loans), ~~voluntarily prepay Swing Line Loans in whole or in part~~ without premium or ~~penalty; provided that~~ penalty (~~1) such~~ and not subject to Section 2.18), upon irrevocable notice ~~must be received by the Swing Line Lender and~~ (each an “Offered Voluntary Prepayment Notice”), delivered to the Administrative Agent ~~not~~ no later than 1:00 ~~p.m. on~~ P.M., New York City time, three Business Days prior to the date of ~~the prepayment~~such Offered Voluntary Prepayment, ~~and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such~~ which notice shall specify the date and amount of ~~such prepayment~~the Offered Voluntary Prepayment and the Applicable Price determined by the Administrative Agent. Upon receipt of any Offered Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If ~~such notice~~ any Offered Voluntary Prepayment Notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date specified ~~therein~~therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (ivvi) Prior to the delivery of an Offered Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in any Offered Voluntary Prepayment pursuant to any Lender Participation Notice. (vii) To the extent not expressly provided for herein, each Offered Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.8(b)(iii) above) established by the Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial institution or other advisor (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with any Offered Voluntary Prepayment and, in such event, the Administrative Agent agrees, subject to its internal agency policies, to provide such reasonable cooperation as may be requested by the Borrower in order to facilitate communications from such arranger to the Lenders and otherwise to provide access to Lender Participation Notices. (viii) Each of the Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.8(b) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Offered Voluntary Prepayment provided for in this Section 2.8 as well as activities of the Administrative Agent. Notwithstanding anything ~~to the contrary contained in this Agreement~~set forth herein, the ~~Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing~~ Administrative Agent shall not be ~~consummated~~ required to serve as the auction agent for, or ~~shall otherwise be delayed~~have any other obligations to participate in (other than mechanical administrative duties), or facilitate, any Offered Voluntary Prepayment unless it is reasonably satisfied with the terms and restrictions of such auction.

Appears in 1 contract

Sources: Credit Agreement (Cco Holdings Capital Corp)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, and whether such prepayment ~~and~~ is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the ~~Class(es) and Type(s)~~ last day of ~~Loans~~ the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.21. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. ~~Any~~ Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (b) Each optional prepayment in respect of ~~a Eurocurrency Rate Loan~~ the Term Loans on or prior to the second anniversary of the Closing Date shall be accompanied by ~~all accrued interest thereon, together with any additional amounts required pursuant~~ a prepayment premium equal to ~~Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a~~(i) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if ~~the Borrowers do not so direct at the time of such prepayment,~~ such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or is made prior to the first anniversary of the Closing Date, 102% of the ~~Borrowers (i) make any~~ principal amount of such prepayment ~~of Term B-2 Loans in connection with any Repricing Transaction or~~ and (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a if such prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) is made on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following after the first anniversary of the Closing Date ~~but~~ and on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0101% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal ~~amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and~~ amount of such prepayment. ~~If such notice is given by~~ Any prepayment of the ~~Borrowers,~~ Loans upon the ~~Borrowers shall make such prepayment and~~ refinancing thereof (whether with proceeds of equity or Indebtedness or otherwise) or upon the ~~payment amount specified in such notice~~ occurrence of a Change of Control shall be ~~due and payable on the date specified therein~~deemed to be an optional prepayment. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Edgen Murray LTD)

Optional Prepayments. ~~(i) The Borrowers may, upon notice~~ Each Borrower shall have the right to ~~the Administrative Agent, at any time or from time~~ prepay Loans made to ~~time voluntarily prepay Term Loans and Revolving Credit Loans~~ it in whole or in part ~~without premium or penalty (except as set forth below)~~from time to time; ~~provided~~ provided, however, that (1i) ~~such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of~~ each partial prepayment of ~~Eurocurrency Rate Loans~~ Revolving Loans, the Term Loan A and ~~(B) on~~ the ~~date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans~~ Term Loan B shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 ~~or a whole multiple~~ and integral multiples of $~~100,000~~ 500,000 in excess ~~thereof or~~thereof; provided, ~~in each case,~~ that any prepayment of the ~~entire principal amount thereof then outstanding. Each such notice shall specify~~ Term Loan B as a result of any issuance of Indebtedness or any issuance of Capital Stock or other equity issuance by the ~~date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender~~ Company or any of its ~~receipt~~ Subsidiaries during the first year following the Closing Date shall be made at 101% of ~~each such notice~~par, and ~~of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice~~ thereafter shall be ~~due~~ made at par, and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any each prepayment of ~~Term B-2~~ Swingline Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 ~~or a whole multiple~~ and integral multiples of $100,000 in excess thereof. The Administrative Borrower shall give three (3) Business Days’ irrevocable notice in the case of LIBOR Rate Loans and one (1) Business Day’s irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). All prepayments under this Section 2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty and shall be applied as the Administrative Borrower may elect; provided, however, any prepayment of the Term Loan A or the Term Loan B pursuant to this Section 2.8(a) shall be applied ratably to the remaining amortization payments set forth in Section 2.4(c) and Section 2.5(c), respectively. Interest accrued through the date of prepayment on the principal amount prepaid shall be payable (A) with respect to any Alternate Base Rate Loan, on such date of prepayment and (B) with respect to any LIBOR Rate Loan, on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the ~~entire principal amount thereof then outstanding. Each~~ request of the Administrative Agent, such ~~notice~~ interest shall ~~specify the~~ be payable on such date ~~and amount~~ of ~~such~~ prepayment. ~~If such notice is given by~~ Amounts prepaid on the ~~Borrowers~~Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof, but amounts prepaid on the ~~Borrowers shall make such prepayment and~~ Term Loan A or the ~~payment amount specified in such notice~~ Term Loan B may not be reborrowed. All amounts prepaid pursuant to this Section 2.8(a) shall be ~~due~~ applied first to Alternate Base Rate Loans and ~~payable on the date specified therein~~then to LIBOR Rate Loans and Quoted Rate Swingline Loans in direct order of Interest Period maturities. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Alliance One International, Inc.)

Optional Prepayments. (a) Any Borrower or any Additional Borrower may (i) ~~The Borrowers may~~(x) upon at least one Business Day’s notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any Base Rate Borrowing and (y) upon at least two Business Days’ notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any BSBY Rate Borrowing and (ii) upon at least three Euro-Currency Business Days’ notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans~~ in part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and ~~Revolving Credit Loans~~ any amounts payable under Section 2.13 in ~~whole or in part without premium or penalty (except as set forth below)~~connection therewith; provided that ~~(1)~~ any such ~~notice must~~ partial prepayment of any Borrowing of any Class shall be ~~received by~~ in the ~~Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days~~ amount of $5,000,000 (or ~~four (4) Business Days~~ the Foreign Currency Equivalent thereof, in the case of ~~Loans denominated in Euro~~Foreign Currency Loans) ~~prior to~~ or any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in ~~excess thereof and (ii~~the case of Foreign Currency Loans) ~~with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ in excess thereof~~; and (3) any~~ . Any such optional prepayment of ~~Base Rate~~ Revolving Loans of any Class shall be applied to prepay ratably the Revolving Loans of the several Revolving Banks included in such Borrowing. Any such optional prepayment of Term Loans shall be applied in accordance with Section 2.6. If a ~~principal amount~~ notice of ~~$1,000,000~~ optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments of any Class or ~~a whole multiple~~ Swingline Commitments as contemplated by Section 2.9, then such notice of ~~$100,000~~ prepayment shall be deemed revoked if such notice of termination is or is deemed revoked in ~~excess thereof or~~accordance with Section 2.9. A notice of prepayment of Term Borrowings of any Class pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in ~~each case, the entire principal amount thereof then outstanding. Each~~ which case such notice shall ~~specify~~ be deemed revoked by the ~~date~~ Borrowers if such condition is not satisfied. (b) [Reserved]. (c) Upon receipt of a notice of prepayment pursuant to this Section (other than a notice relating solely to Swingline Loans), the Administrative Agent shall promptly notify each Bank of such Class of the contents thereof and ~~amount~~ of such Bank’s ratable share (if any) of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall not thereafter be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed revocable by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) applicable Borrower or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable ~~Term B-2 Lenders~~Additional Borrower, ~~(x) in~~ as the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentmay be. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Allegion PLC)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative ~~Agent~~Agent by the Borrower, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in part without premium or penalty (except as set forth ~~below~~in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A) three (3) RFR Business Days prior to any date of prepayment of Term SOFR Loans, (or B) five (5) RFR Business Days prior to any date of prepayment of RFR Loans denominated in any Alternative Currency, (C) four (4) ~~Business~~ Eurocurrency Banking Days ~~in the case of Loans denominated in Euro)~~ prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative Currency and (BD) 1:00 p.m., on the same Business Day as the date of prepayment of Base Rate Loans; , (2) any prepayment of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $~~1,000,000~~ 500,000 in excess thereof ~~and (ii) with respect to Term Loans~~or, ~~$5,000,000 or a whole multiple of $1,000,000~~ in ~~excess thereof;~~ each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~100,000~~ 500,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan, Eurocurrency Rate Loan or RFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section ~~3.05~~3.04. Each prepayment of ~~Term~~ the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $~~100,000~~ 1,000,000 or a whole multiple of $~~100,000~~ 500,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower may rescind any notice of prepayment or change the date of any such prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all or a portion of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Initial Term Loans, in each case prior to the six (6) month anniversary of the Closing Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Initial Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the Initial Term Lenders.

Appears in 1 contract

Sources: Credit Agreement (Holley Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in part (i) at any time prior to the first anniversary of the Amendment and Restatement Effective Date; provided, that if the Borrower (x) makes any prepayment of Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Loans being prepaid (plus all accrued and unpaid interest and breakage costs, if any, payable pursuant to Section 3.05) and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Loans outstanding immediately prior to such amendment and (ii) thereafter at any time without premium or penalty (~~except as set forth below~~other than breakage costs, if any, payable pursuant to Section 3.05); ~~provided~~ provided, that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (ANew York time) (1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on one Business Day prior to the date of prepayment of Base Rate Loans; (2B) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility to which such prepayment shall apply and the ~~Class(es) and~~ Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender and each Lender Counterparty of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of ~~Term~~ the outstanding Loans pursuant to this Section ~~2.05(a~~2.03(a) shall be applied to the remaining scheduled principal repayment installments ~~thereof~~ of the Loan on a ~~pro~~ pro-rata ~~basis between the Dollar Term B-1 Loans~~basis, ~~the Euro Term B-1 Loans~~ and ~~the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment,~~ each such prepayment ~~shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and~~ shall be paid to the ~~Appropriate~~ Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything Applicable Percentages in ~~this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary~~ respect of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentFacility. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Spansion Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term~~ ratably any Loans ~~and Revolving Credit Loans~~ then outstanding in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 12:00 noon (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 2.20 as a result of the failure to make such prepayment. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans2.20. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Bridge Term Loan Agreement (Abbott Laboratories)

Optional Prepayments. (a) Any Borrower or any Additional Borrower may (i) ~~The Borrowers may,~~ upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1) and (ii) upon at least three Euro-Currency Business Days’ notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans~~ in part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and ~~Revolving Credit Loans~~ any amounts payable under Section 2.13 in ~~whole or in part without premium or penalty (except as set forth below)~~connection therewith; provided that ~~(1)~~ any such ~~notice must~~ partial prepayment shall be ~~received by~~ in the ~~Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days~~ amount of $5,000,000 (or ~~four (4) Business Days~~ the Foreign Currency Equivalent thereof, in the case of ~~Loans denominated in Euro~~Foreign Currency Loans) ~~prior to~~ or any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in ~~excess thereof and (ii~~the case of Foreign Currency Loans) ~~with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ in excess thereof~~; and (3) any~~ . Each such optional prepayment ~~of Base Rate Loans~~ shall be applied to prepay ratably the Loans of the several Banks included in a such Borrowing. (b) Except as provided in clause (i) of Section 2.11(a), the Borrowers and any Additional Borrowers may not prepay all or any portion of the principal amount of ~~$1,000,000 or~~ any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a ~~whole multiple~~ notice of ~~$100,000 in excess thereof or, in each case~~prepayment pursuant to this Section, the ~~entire principal amount~~ Administrative Agent shall promptly notify each Bank of the contents thereof ~~then outstanding~~and of such Bank’s ratable share (if any) of such prepayment. Each such notice shall ~~specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to~~ be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Sharesirrevocable; provided that, ~~at the Borrowers’ option, prepayments~~ if a notice of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment ~~of Term B-2 Loans~~ is given in connection with ~~any Repricing Transaction or (ii) effect any amendment~~ a conditional notice of ~~this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each~~ termination of the ~~applicable Term B-2 Lenders~~Commitments as contemplated by Section 2.9, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to then such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment ~~under Section 2.05(a)~~ may be revoked if such ~~prepayment would have resulted from a refinancing~~ notice of ~~all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~termination is revoked in accordance with Section 2.9.

Appears in 1 contract

Sources: Credit Agreement (Trane Technologies PLC)

Optional Prepayments. The Borrower may, on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay the Loans, in whole or in part, without premium or penalty, upon at least (i) ~~The Borrowers may, upon~~ three Business Days' irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Eurodollar Loans ~~denominated~~ or (ii) one Business Day's irrevocable notice to the Administrative Agent, in ~~Euro) prior to any~~ the case of ABR Loans, specifying the date and amount of prepayment and whether the prepayment is of ~~Eurocurrency Rate~~ Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each and ~~(B)~~ specifying the type of Loans to be prepaid. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. In the case of prepayments of the Term Loans only, such prepayments shall be accompanied by payment of accrued interest to such date on the ~~date~~ amount prepaid. Partial prepayments of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate~~ the Term Loans shall be applied to the installments of principal thereof in ~~a principal~~ the inverse order of their scheduled maturities, provided that if the Borrower so elects by notice to the Administrative Agent, all or any portion of an optional prepayment of any amount otherwise required to be applied to the installments of the Term Loans in the inverse order of their maturities shall instead be applied to the installments of the Term Loans, first in the direct order of their maturities, so long as the installments to which such application is to be made are scheduled to be paid within 270 days of such optional prepayment and second in inverse order of their maturities. Amounts prepaid on account of the Term Loans may not be reborrowed. Each partial prepayment shall be in an amount equal to (i) ~~with respect to Revolving Credit~~ in the case of ABR Loans, $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof and (ii) ~~with respect to Term~~ in the case of Eurodollar Loans, $~~5,000,000~~ 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Westwood One Inc /De/)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may~~Borrower may at any time and from time to time prepay, ~~upon~~ without premium or penalty, the Term Loan in whole or in part, with irrevocable prior written notice to the Administrative ~~Agent, at any time or from time~~ Agent pursuant to ~~time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by~~ delivery to the Administrative Agent of a Notice of Prepayment given not later than ~~1:00 p.m.~~ 11:00 a.m. (Ai) on the same Business Day as the prepayment of each Base Rate Loan and (ii) at least three (3) Business Days ~~(or four (4) Business Days in~~ before the ~~case of Loans denominated in Euro) prior to any date of~~ prepayment of ~~Eurocurrency~~ each Eurodollar Rate ~~Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~Loan, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of ~~such~~ prepayment and whether the ~~Class(es)~~ prepayment is of Eurodollar Rate Loans, Base Rate Loans or a combination thereof, (and, if of a combination thereof, the amount allocable to each), and ~~Type(s) of~~ if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. ~~The~~ Upon receipt of such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate Lender of its receipt of each such notice, and of the amount of such~~ Lender~~’s Pro Rata Share of such prepayment~~. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date ~~specified therein. Any prepayment~~ set forth in such notice; provided that a Notice of Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a ~~Eurocurrency~~ Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified payment date) if such condition is not satisfied and, upon such revocation according to the foregoing terms, the Borrower shall not be required to make the prepayment specified in such notice. Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate ~~Loan~~ Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Rate Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such prepayment shall be accompanied by all accrued interest ~~thereon, together with~~ on the amount prepaid and any ~~additional amounts~~ amount required to be paid pursuant to Section ~~3.05~~4.05 hereof. ~~Each prepayment of Term Loans pursuant~~ Subject to ~~this~~ Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment2.16, such ~~prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and~~ prepayments shall be paid to the ~~Appropriate~~ Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Salesforce Com Inc)

Optional Prepayments. (a) The Borrower may, upon at least (i) ~~The Borrowers may, upon~~ 1 Domestic Business Days' notice to the ~~Administrative~~ Agent, prepay any Base Rate Borrowing, and (ii) 3 Euro-Dollar Business Days' notice to the Agent, prepay any Euro-Dollar Borrowing, in each case in whole at any time or from time to time ~~voluntarily prepay Term Loans and Revolving Credit Loans in whole or~~ in part ~~without premium~~ (subject, however, to the provisions of paragraph (b) below as to prepayments of Euro-Dollar Borrowings), in amounts aggregating at least $5,000,000 or ~~penalty (except as set forth below); provided that (1)~~ any larger multiple of $1,000,000 by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such ~~notice must~~ optional prepayment shall be ~~received by the Administrative Agent not later than 1:00 p.m.~~ applied (A) ~~three (3) Business Days (or four (4) Business Days in~~ to prepay ratably the ~~case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency~~ Base Rate Loans of the several Banks included in such Base Rate Borrowing or the Euro-Dollar Loans of the several Banks included in such Euro-Dollar Borrowing, as applicable, and (B) to installments due on the ~~date~~ Maturity Date and on Installment Payment Dates in the inverse order of ~~prepayment~~ maturity, and such amounts may not be reborrowed. (b) The Borrower may prepay all or any portion of ~~Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a~~ the principal amount of any Euro-Dollar Loan prior to the maturity thereof, subject to the payment of any compensation required by Section 8.05(a), if such payment is on a date other than the last day of an Interest Period for such Euro-Dollar Loan. (ic) ~~with respect~~ Upon receipt of a notice of prepayment pursuant to ~~Revolving Credit Loans~~this Section 2.07, ~~$3,000,000 or a whole multiple~~ the Agent shall promptly notify each Bank of ~~$1,000,000 in excess~~ the contents thereof and ~~(ii) with respect to Term Loans, $5,000,000 or a whole multiple~~ of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such ~~notice shall specify the date and amount~~ Bank's ratable share of such prepayment and ~~the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each~~ such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be once received by the ~~Swing Line Lender and the Administrative Agent~~ Agent, shall not ~~later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall~~ thereafter be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given revocable by the ~~Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~Borrower. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Springs Industries Inc)

Optional Prepayments. (a) The Borrower may (i) upon at least one Domestic Business Day's notice to the Agent, prepay any Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Prime Rate pursuant to Section 8.01(a)) and (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, prepay, subject to Section 2.14, any Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $100,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) The ~~Borrowers~~ Borrower may, upon notice to the ~~Administrative~~ Swingline Bank, prepay such Swingline Loan in whole by paying the principal amount thereof together with one day's interest thereon. If on any date there is a Swingline Loan outstanding and pursuant to Section 2.05(b) any Bank or Banks shall be obligated to make funds available to the Agent, ~~at any time or from time~~ then the Borrower shall be deemed to ~~time voluntarily prepay Term Loans~~ have requested a prepayment of the Swingline Loan and ~~Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1)~~ such ~~notice must~~ funds shall be ~~received~~ applied by the ~~Administrative~~ Agent ~~not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior~~ first to repay such Swingline Loan and any ~~date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans~~ remaining funds shall be made available to the Borrower in a accordance with Section 2.05 (b). (c) Except as provided in clause (i) of Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (id) ~~with respect~~ Upon receipt of a notice of prepayment pursuant to ~~Revolving Credit Loans~~this Section, ~~$3,000,000 or a whole multiple~~ the Agent shall promptly notify each Bank of ~~$1,000,000 in excess~~ the contents thereof and of such Bank's ratable share (iiif any) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall not thereafter be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed revocable by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansBorrower. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Shopko Stores Inc)

Optional Prepayments. ~~(i)~~ The Borrowers ~~may, upon notice to~~ have the ~~Administrative Agent,~~ right at any time or and from time to time ~~voluntarily~~ to prepay ~~Term Loans and Revolving Credit Loans~~ any Loans, in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of part, (i) with respect to ~~Revolving Credit~~ Eurodollar Loans, ~~$3,000,000 or a whole multiple of $1,000,000 in excess thereof~~ upon at least three Business Days' prior written notice to the Agent and (ii) with respect to ~~Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of~~ Base Rate Loans on the same Business Day if written notice is received by the Agent prior to 12:00 noon (Chicago, Illinois time) and thereafter upon at least one Business Day's prior written notice to the Agent; provided that (a) each such partial prepayment shall be in multiples of $100,000, (b) no prepayment of Eurodollar Loans shall be permitted under this Section 2.6(C) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in Section 3.5(A) and (c) no partial prepayment of a Borrowing of Eurodollar Loans shall result in the aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $~~1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding~~1,000,000. Each ~~such~~ notice of prepayment shall specify the ~~date and~~ prepayment date, the principal amount of ~~such prepayment and~~ the ~~Class(es) and Type(s) of~~ Loans to be ~~prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice,~~ prepaid and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of ~~clause (i~~Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrowers to prepay such Loan by the amount and on the date stated therein. The Agent shall, promptly after receiving notice from a Borrower under this Section 2.6(C), ~~a prepayment premium of 1.0%~~ notify each Lender of the principal amount of the ~~Term B-2~~ Loans ~~being prepaid and (y) in the case of clause (ii), an amount equal~~ held by such Lender that are to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premiumbe prepaid, the ~~Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a~~ prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender date and the ~~Administrative Agent not later than 1:00 p.m. on the date~~ manner of application of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (Nutramax Products Inc /De/)

Optional Prepayments. ~~(i) The~~ Subject to the last sentence of this Section 2.03, Borrowers may, upon notice to ~~the~~ Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1a) such notice must be received by ~~the~~ Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (Ai) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Loans; (2b) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3c) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Loans to be prepaid. ~~The~~ Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by ~~the~~ Borrowers, ~~the~~ Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section ~~3.05~~4.05. Each prepayment of ~~Term~~ the outstanding Loans pursuant to this Section ~~2.05(a)~~ 2.03 shall be applied to the principal repayment installments thereof on a pro rata ~~basis between the Dollar Term B-1 Loans~~basis, ~~the Euro Term B-1 Loans~~ and ~~the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment,~~ each such prepayment ~~shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be~~ paid to ~~the Appropriate~~ Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything Applicable Percentages in ~~this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary~~ respect of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentFacility. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (FelCor Lodging LP)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon ~~notice~~ delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term ~~Loans~~ Loans, and Revolving Credit Loans in whole or in ~~part without premium or penalty (except as set forth below)~~part; provided that (1) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 12:00 noon (New York, New York time) (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B) ~~on the~~ one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 1,000,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 250,000 in excess thereof; ~~and~~ (3) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of ~~Term~~ the Loans pursuant to this Section ~~2.05(a~~2.04(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.06 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ Borrower may rescind any notice of prepayment under Section ~~2.05(a~~2.04(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (U.S. Renal Care Inc)

Optional Prepayments. (ia) The ~~Borrowers~~ Borrower may, upon at least one Domestic Business Day's notice to the Administrative Agent, ~~at any time or from time to time voluntarily~~ prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ~~ratable~~ account of ~~each~~ the Banks, any Alternate Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the ~~applicable Term B-2 Lenders, (x)~~ several Banks included in ~~the case~~ such Borrowing. Any notice of ~~clause (i), a~~ prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans delivered pursuant to this Section ~~2.05(a~~2.11(a) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. (b) Except as provided in Section 8.2, Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section ~~2.05(b)(iii~~2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Administrative Agent. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) The Borrower may not prepay any Money Market Loan pursuant to this Section 2.11 except with the prior consent of the applicable Bank or Designated Lender, as the case may be. (d) Borrower may, upon at least one (1) Domestic Business Day's notice to the Administrative Agent (by 11:00 a.m New York time on such Domestic Business Day), reimburse the Administrative Agent for the benefit of the Fronting Bank for the amount of any drawing under a Letter of Credit or Existing Letter of Credit, as applicable, in whole or in part in any amount. (e) Borrower may at any time return any undrawn Letters of Credit or Existing Letters of Credit, as applicable to the Fronting Bank in whole, but not in part, and the Fronting Bank shall give the Administrative Agent and each of the Banks notice of such return. (f) Borrower may at any time and from time to time cancel all or any part of the Commitments in minimum amounts aggregating Five Million Dollars ($5,000,000), or an integral multiple of One Million Dollars (ii$1,000,000) ~~any Term B-1 Loans are assigned pursuant~~ in excess thereof, by the delivery to ~~Section 3.07~~ the Administrative Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days' notice to Administrative Agent and the Banks, whereupon, in ~~connection with an amendment to this Section 2.05(a)~~ either event, all or ~~the definition~~ such portion of the ~~Make-Whole Premium~~Commitments shall terminate as to the Banks, pro rata -------- on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any such reduction), the ~~Borrowers~~ Borrower shall ~~pay~~ prepay to the Administrative Agent, for the ~~ratable~~ account of ~~each~~ the Banks, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). In no event shall Borrower be permitted to cancel Commitments for which a Letter of Credit or Existing Letter of Credit, as applicable, has been issued and is outstanding unless Borrower returns (or causes to be returned) such Letter of Credit or Existing Letter of Credit, as applicable, to the applicable ~~Term B-1 Lenders, a prepayment premium equal~~ Fronting Bank. Borrower shall be permitted to ~~the Make-Whole Premium; and (3) following the first anniversary~~ designate in its notice of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 cancellation which Loans, ~~the Borrowers shall pay~~ if any, are to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentbe prepaid. (~~iii~~g) ~~The Borrowers may~~Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit or Existing Letter of Credit, ~~upon notice~~ as applicable, pursuant to ~~the Swing Line Lender (with a copy to~~ this Section, the Administrative ~~Agent)~~Agent shall promptly, at and in any ~~time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that~~ event within one (1) ~~such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date~~ Domestic Business Day, notify each Bank of the ~~prepayment,~~ contents thereof and of such Bank's ratable share (2if any) ~~any~~ of such prepayment ~~shall be in a minimum principal amount of $100,000~~ or ~~a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each~~ cancellation and such notice shall ~~specify the date and amount of such prepayment. If such notice is given~~ not thereafter be revocable by the ~~Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~Borrower. (ivh) ~~Notwithstanding anything~~ Any amounts so prepaid pursuant to this Section 2.11 may be reborrowed subject to the ~~contrary contained in~~ other terms of this Agreement, . In the ~~Borrowers may rescind~~ event Borrower elects to cancel all or any ~~notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all~~ portion of the ~~Facilities~~Commitments pursuant to Section 2.11(e) hereof, ~~which refinancing shall~~ such amounts may not be ~~consummated or shall otherwise be delayed~~reborrowed.

Appears in 1 contract

Sources: Revolving Credit Agreement (Carramerica Realty Corp)

Optional Prepayments. ~~(i) The Borrowers~~ Subject to Section 4.04, the Borrower may~~, upon notice to the Administrative Agent~~, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent time, not later than ~~1:00 p.m. (A)~~ 9:00 a.m. San Francisco time at least three (3) Business Days ~~(or four (4) Business Days~~ prior to its effective date by irrevocable notice to the Administrative Agent, in the case of ~~Loans denominated in Euro~~Eurodollar Rate Loans, and not later than 9:00 a.m. San Francisco time at least one (1) Business Day prior to ~~any~~ its effective date ~~of prepayment of Eurocurrency Rate Loans and (B) on~~ by irrevocable notice to the ~~date of prepayment~~ Administrative Agent, in the case of Base Rate Loans~~; (2) any prepayment~~ , ratably prepay the Loans in whole or in part, in minimum amounts of ~~Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans,~~ $3,000,000 or ~~a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole~~ any multiple of $1,000,000 in excess thereof; , for Eurodollar Rate Loans, and ~~(3) any prepayment of Base Rate Loans shall be~~ in ~~a principal amount~~ minimum amounts of $1,000,000 or ~~a whole~~ any multiple of $100,000 in excess ~~thereof or~~thereof, ~~in each case, the entire principal amount thereof then outstanding~~for Base Rate Loans. ~~Each~~ Any such notice of prepayment shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of the Loans to be prepaid. Prepayments of Base Rate Loans may be made hereunder on any Business Day. Prepayments of Eurodollar Rate Loans may be made hereunder only on the last day of any applicable Interest Period; provided, that prepayments of Eurodollar Rate Loans may be made on a day other than the last day of the applicable Interest Period only with payment by the Borrower of the aggregate amount of any associated funding losses of any affected Banks pursuant to Section 3.04. The Administrative Agent will promptly notify each ~~Appropriate Lender~~ Bank of its receipt of ~~each~~ any such notice, and of ~~the amount of~~ such ~~Lender’s~~ Bank's Pro Rata Share of such prepayment. If any such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment~~ , together, in the case of a ~~Eurocurrency~~ Eurodollar Rate ~~Loan shall be accompanied by all~~ Loan, with accrued interest ~~thereon, together with~~ to each such date on the amount prepaid and any ~~additional~~ amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans3.04. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Short Term Revolving Credit Agreement (Ferrellgas Partners Finance Corp)

Appears in 1 contract

Sources: Second Lien Credit Agreement (Powerschool Holdings, Inc.)

Optional Prepayments. (ia) The ~~Borrowers~~ Borrower may, upon at least one Domestic Business Day's notice to the ~~Administrative~~ Lead Agent, prepay to the Lead Agent, for the account of the Banks, any Base Rate Borrowing in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans and Revolving Credit Loans in whole or~~ in part ~~without premium~~ in amounts aggregating One Million Dollars ($1,000,000), or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole an integral multiple of One Million Dollars ($~~1,000,000 in excess thereof and (ii~~1,000,000) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, either (i) the outstanding principal balance of all Loans hereunder or (ii) the amounts payable calculated in ~~each case~~accordance with the provisions of Section 2.9, by paying the ~~entire~~ principal amount ~~thereof then outstanding~~to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the maturity of the Interest Period thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Lead Agent. (c) A Borrower may at any time and from time to time cancel all or any part of the Commitments in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Lead Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days' notice to Lead Agent and the Banks, whereupon, all or such portion of the Commitments shall ~~specify~~ terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Lead Agent, for the account of the Banks, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.10(a) and ~~amount~~ (b). The Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (d) Upon receipt of a notice of prepayment or cancellation pursuant to this Section, the Lead Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment or cancellation and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall not thereafter be ~~due and payable on~~ revocable by the ~~date specified therein.~~ Borrower. (e) Any ~~prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional~~ amounts ~~required pursuant to Section 3.05. Each prepayment of Term Loans~~ so prepaid pursuant to this Section ~~2.05(a) shall~~ 2.10 may be ~~applied~~ reborrowed subject to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions other terms of this ~~Section 2.05(a) or anything in this Agreement~~ Agreement. In the event that the Borrower elects to cancel all or any ~~other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary~~ portion of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned Commitments pursuant to Section ~~3.07 in connection with an amendment to this Section 2.05(a~~2.10(c) ~~or the definition of the Make-Whole Premium~~hereof, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers amounts may ~~rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall~~ not be ~~consummated or shall otherwise be delayed~~reborrowed.

Appears in 1 contract

Sources: Revolving Credit Agreement (Carramerica Realty Corp)

Optional Prepayments. (i) The ~~Borrowers may, upon notice to~~ Borrower shall have the ~~Administrative Agent,~~ right at any time or and from time to time ~~voluntarily~~ to prepay ~~Term Loans and Revolving Credit Loans~~ any Borrowing of any Class in whole or in ~~part~~ part, without premium or ~~penalty~~ penalty, subject to prior notice in accordance with paragraph (~~except as set forth below); provided that~~ a)(ii) of this Section 2.10. (1ii) ~~such notice must be received by~~ The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing pursuant to a notice in the form of Exhibit B-5 of any prepayment hereunder (x) in the case of prepayment of a Eurocurrency Borrowing, not later than ~~1:00 p.m. (A)~~ 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (~~or four (4~~y) ~~Business Days~~ in the case of ~~Loans denominated in Euro~~prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, one (1) Business Day prior to ~~any~~ the date of prepayment or (z) in the case of ~~Eurocurrency Rate Loans and (B)~~ prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the ~~date and amount of such~~ prepayment ~~and~~ date, the ~~Class(es) and Type(s)~~ Class or Classes of Loans to be ~~prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt~~ repaid and the principal amount of each ~~such notice~~Borrowing or portion thereof to be prepaid; provided that, ~~and~~ a notice of prepayment delivered by the ~~amount of such Lender’s Pro Rata Share of such prepayment. If~~ Borrower may state that such notice is ~~given~~ conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or other transaction, in which case such notice may be revoked by the ~~Borrowers~~Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the ~~Borrowers~~ Administrative Agent shall ~~make such~~ advise the Lenders of the contents thereof. Each partial prepayment ~~and the payment amount specified in such notice~~ of any Borrowing shall be ~~due and payable on~~ in an amount that would be permitted in the ~~date specified therein. Any prepayment~~ case of an advance of a ~~Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to~~ Borrowing of the same Type as provided in Section ~~3.05~~2.02. Each prepayment of Term Loans pursuant to this Section ~~2.05(a~~2.10(a) shall be applied to repayments thereof required pursuant to Section 2.09(b) in the ~~installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed~~ order selected by the ~~Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time~~ Borrower. Each prepayment of ~~such prepayment, such prepayment~~ a Borrowing shall be applied ~~against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid~~ ratably to the ~~Appropriate Lenders~~ Loans included in ~~accordance with their respective Pro Rata Shares; provided that, at~~ the ~~Borrowers’ option, prepayments~~ notice of ~~Term Loans~~ prepayment. Prepayments pursuant to this Section ~~2.05(a~~2.10(a) ~~may~~ shall be ~~applied~~ accompanied by accrued interest to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this~~ extent required by Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers 2.12 and shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant be subject to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment2.15. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Caseys General Stores Inc)

Optional Prepayments. (ia) ~~The Borrowers may, upon~~ Upon notice to the ~~Administrative Agent~~Agent prior to 11:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day, the Borrower may prepay any Loan which is a Base Rate Borrowing in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans and Revolving Credit Loans in whole or~~ in part ~~without premium or penalty (except as set forth below); provided that (1) such notice must~~ in amounts aggregating at least $500,000, by paying the principal amount to be ~~received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior~~ prepaid together with accrued interest thereon to ~~any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the date of prepayment. Each such optional prepayment of shall be applied to prepay ratably the Base Rate Loans of the several Lenders included in such Base Rate Borrowing. (b) Euro-Dollar Loans may not be prepaid (whether as new advances of Loans or Refunding Loans~~; (2~~) ~~any prepayment~~ before the end of ~~Eurocurrency Rate Loans shall be in a principal amount of~~ the Interest Period applicable to such Loans, except (i) ~~with respect~~ subject to ~~Revolving Credit Loans~~any compensation payments required by SECTION 8.05, ~~$3,000,000 or a whole multiple of $1,000,000 in excess thereof~~ and (ii) in connection with ~~respect~~ prepayments required by SECTION 2.10(c), subject to ~~Term Loans~~any compensation payments required by SECTION 8.05, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, unless the ~~entire principal amount thereof then outstanding. Each such notice shall specify the date and~~ amount of such prepayment is deposited with the Agent as cash collateral to secure the Obligations with the direction and authorization given to the ~~Class(es~~Agent to apply such cash collateral toward payment of such Euro-Dollar Loan at the end of such Euro-Dollar Loan's Interest Period. (c) ~~and Type(s)~~ Upon receipt of ~~Loans~~ a notice of prepayment pursuant to ~~be prepaid. The Administrative~~ this SECTION 2.09, the Agent ~~will~~ shall promptly notify each ~~Appropriate~~ Lender of ~~its receipt~~ the contents thereof and of ~~each~~ such Lender's ratable share of such prepayment (except with respect to Settlement Loans, unless the Lenders have purchased interests therein pursuant to SECTION 2.01(b)) and such notice, ~~and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given~~ once received by the ~~Borrowers~~Agent, shall not thereafter be revocable by the ~~Borrowers shall make~~ Borrower. (d) In the event that any Loan is prepaid on the same day such ~~prepayment and the payment amount specified in~~ Loan was advanced, interest hereunder on such ~~notice~~ Loan shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed for that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loansday. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit and Security Agreement (Thomas & Betts Corp)

Optional Prepayments. (ia) ~~The Borrowers may, upon notice to the Administrative Agent~~Borrower, at ~~any time or from time to time voluntarily~~ its option, may prepay ~~Term Loans and Revolving Credit Loans~~ the outstanding principal amount of the Loans, in whole or in ~~part without premium or penalty (except as set forth below)~~part, at any time; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of provided, (i) ~~with respect~~ any optional prepayment made prior to ~~Revolving Credit Loans, $3,000,000 or a whole multiple~~ the date 18 months after the Closing Date shall be accompanied by the concurrent payment in cash of ~~$1,000,000 in excess thereof~~ the Make-Whole Amount and (ii) ~~with respect~~ any optional prepayment made on or after the date 18 months after the Closing Date but prior to ~~Term Loans~~the date 24 months after the Closing Date shall be accompanied by the concurrent payment in cash of a premium (the “Premium”) equal to 1.00% of principal amount of the Loans being prepaid. For the avoidance of doubt, no optional prepayment made on or at any time after the date 24 months after the Closing Date, shall require the payment of any Premium. (b) For any prepayment under this Section 2.6, Borrower shall deliver at least three Business Days’ prior written notice to Administrative Agent by 12:00 p.m., New York City time, stating the Prepayment Date and aggregate principal amount of the prepayment. (c) Each partial prepayment shall be in an aggregate amount not less than $~~5,000,000~~ 10,000,000 or ~~a whole multiple~~ integral multiples of $~~1,000,000~~ 10,000,000 in excess thereof~~; and (3)~~ . Upon the giving of any ~~prepayment~~ such notice of ~~Base Rate Loans shall be in a~~ prepayment, the principal amount of ~~$1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case,~~ the ~~entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of~~ Loans specified to be prepaid~~. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice~~, ~~and of~~ together with the ~~amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by~~ accrued interest thereon through the ~~Borrowers, the Borrowers~~ Prepayment Date shall ~~make such prepayment and the payment amount specified in such notice shall be~~ become due and payable on the ~~date~~ Prepayment Date and, if applicable, the Make-Whole Amount or Premium, shall become due and payable on the Prepayment Date; provided that any such notice may be subject to one or more conditions precedent, including any Disposition, and the amount specified ~~therein.~~ to be prepaid shall not become due and payable on the Prepayment Date upon the failure of any one of such conditions. (d) Any optional prepayment ~~of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to~~ under this Section ~~2.05(a)~~ 2.6 shall be applied to the ~~installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2~~ Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under set forth in Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans2.9. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (HighPeak Energy, Inc.)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Company may at any time or and from time to time ~~voluntarily~~ prepay ~~Term~~ the Loans ~~and Revolving Credit Loans~~ (other than Foreign Currency Loans), in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of Eurocurrency Loans denominated in ~~Euro)~~ Dollars and at least one Business Day prior ~~to any date~~ thereto in the case of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit ABR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurocurrency Loans denominated in Dollars or ABR Loans; provided, that if a Eurocurrency Loan denominated in Dollars is prepaid on any day other than the last day of the Interest Period applicable thereto, the Company shall also pay any amounts owing pursuant to ~~be prepaid~~Section 3.11. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) except in the case of ~~clause (i), a prepayment premium of 1.0% of~~ Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ~~the Term B-2~~ 364-Day Revolving Loans ~~being prepaid~~ and ~~(y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2~~ Three-Year Revolving Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in an aggregate principal amount of $1,000,000 or a ~~minimum~~ whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) The Company or a Subsidiary Borrower may at any time and from time to time prepay Foreign Currency Loans, in whole or in part, without premium or penalty except as specified in Section 3.11, upon irrevocable notice (which notice must be received by the London Agent prior to 11:00 A.M., London time, three Business Days before the date of ~~$100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify~~ prepayment) specifying the date and amount of ~~such~~ prepayment. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. (iv) Notwithstanding anything~~ , together with any amounts payable pursuant to Section 3.11 and accrued interest to such date on the amount prepaid. Partial prepayments of Foreign Currency Loans shall be in a minimum principal amount equal to the ~~contrary contained~~ Foreign Currency Equivalent of $1,000,000 in ~~this Agreement,~~ the ~~Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from~~ relevant Foreign Currency or a ~~refinancing of all~~ multiple of the ~~Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~Foreign Currency Equivalent of $1,000,000 in the relevant Foreign Currency in excess thereof.

Appears in 1 contract

Sources: Credit Agreement (Pennzoil Quaker State Co)

Optional Prepayments. (ia) The Borrowers ~~may~~may at any time and from time to time prepay the Loans (other than Competitive Loans), in whole or in part, without premium or penalty (subject to Section 2.09(c)), upon ~~notice~~ delivery of a Notice of Loan Prepayment to the Administrative Agent, ~~at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty~~ (~~except as set forth below); provided that (1~~i) ~~such notice must be received by the Administrative Agent not~~ no later than ~~1:00 p.m. (A)~~ 11:00 a.m., New York City time, three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of~~ Eurocurrency ~~Rate~~ Loans and (Bii) no later than 11:00 a.m., New York City time, on the date of ~~prepayment~~ the proposed repayment in the case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurocurrency Loans or Base Rate Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the ~~Class(es) and Type(s)~~ last day of ~~Loans~~ the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.21, provided, further, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be ~~prepaid~~revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified ~~therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~therein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans of any ~~additional amounts required pursuant~~ Class shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, the Borrowers shall not have the right to ~~Section 3.05~~prepay any Competitive Loans. For the avoidance of doubt, in the sole discretion of the Borrower, voluntary prepayments may be applied to the 2024 Non-Extended Revolving Credit Loans on a greater than pro rata basis than the 2024 Extended Revolving Credit Loans to the extent the 2024 Non-Extended Revolving Credit Commitments are permanently reduced by the amount of such excess concurrently with such voluntary prepayment. (b) Each prepayment of Term Loans pursuant to this Section ~~2.05(a)~~ 2.11 shall be applied pro rata among each Class of Term Loans then outstanding and within each such Class to the ~~installments thereof on a pro rata basis between~~ scheduled amortization payments under the ~~Dollar~~ applicable Term ~~B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ Loan Facility as directed by the ~~Borrowers (it being understood and agreed that if~~ applicable Borrower and, in the ~~Borrowers do not so direct at the time~~ absence of such ~~prepayment~~direction, ~~such prepayment shall be applied against~~ to the remaining scheduled ~~repayments~~ installments of the Term Loans ~~under Section 2.07~~ in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iiic) The ~~Borrowers~~ Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $~~100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding~~1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Company, the ~~Borrowers~~ Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Third Amended and Restated Credit Agreement (ENVIRI Corp)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term B Commitments, in whole or in part, prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii)~~ relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that~~: (1)~~ , on or prior to the ~~first~~ one year anniversary of the ~~Closing~~ Initial Draw Date, the ~~Borrowers~~ Borrower (ia) ~~make~~ makes any prepayment of Term ~~B-2~~ B Loans in connection with any Repricing ~~Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans~~Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term ~~B-2~~ B Lenders~~, (x) in the case of clause (i)~~, a prepayment premium ~~of 1.0~~equal to 1% of the amount of the Term ~~B-2~~ B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (iib) effects any ~~Term B-1 Loans are assigned pursuant to Section 3.07~~ amendment of this Agreement resulting in ~~connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~a Repricing Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the ~~applicable~~ non-consenting Term ~~B-1 Lenders~~B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.01% of the aggregate amount of the applicable Term ~~B-1~~ B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (~~iii~~ii) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess ~~thereof or~~thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Media General Inc)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon at least three Business Days' notice (in the case of prepayment of Eurodollar Rate Advances) or upon notice given on the date of prepayment (in the case of prepayments of Base Rate Advances) to the Administrative Agent (which notice shall state the proposed date and aggregate principal amount of the prepayment), and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances in the aggregate amount and on the date specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (y) any such prepayment of a Eurodollar Rate Advance other than on the last day of the Interest Period therefor shall be accompanied by, and subject to, the payment of any amount payable under Section 8.04(c) in respect of such prepayment and (z) each such notice shall be made on the relevant day not later than 11:00 A.M. (New York City time). Each prepayment of Advances under this Section 2.07(a) shall be made for account of the Lenders according to their respective Pro Rata Shares of the principal amount of the Revolving Credit Advances then outstanding. (ii) The Borrower may, upon notice to the Administrative ~~Agent~~Agent and the relevant Swing Line Lender (which notice shall state the proposed date and aggregate principal amount of the prepayment), ~~at any time or from time~~ and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Swing Line Advances in the aggregate amount and on the date specified in such notice, together with accrued interest to ~~time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below)~~the date of such prepayment on the principal amount prepaid; provided that (1x) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000, (y) after giving effect to a partial prepayment, the outstanding principal amount of a Swing Line Advance shall not be less than $1,000,000 and (z) each such notice ~~must~~ shall be ~~received by the Administrative Agent~~ made not later than ~~1:00 p.m.~~ 11:00 A.M. (~~A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B~~New York City time) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such proposed prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Imation Corp)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to~~ Borrower shall have the ~~Administrative Agent,~~ privilege -------------------- of prepaying Base Rate Loans without premium or penalty at any time in whole or at any time and from time to time ~~voluntarily prepay Term~~ in part (but, if in part, then in an amount which is equal to or greater than $300,000), provided, however, that the Borrower shall have given notice of such prepayment to the Agent no later than 12:00 p.m. on the date of such prepayment. The Borrower shall have the privilege of prepaying Eurodollar Loans ~~and Revolving Credit Loans~~ (a) without premium or penalty in whole or in part ~~without premium~~ (but, if in part, then in an amount which is equal to or ~~penalty~~ greater than $3,000,000 (~~except~~ or the equivalent thereof in Pounds or Canadian Dollars, as ~~set forth below~~applicable and as determined in accordance with Section 10.19)) only on the last Business Day of an Interest Period for such Loan, and (b) at any other time so long as the breakage fees and funding losses provided for in Section 2.13 are paid; ~~provided~~ provided, however, that ~~(1)~~ the Borrower shall have given notice of such ~~notice must be received by~~ prepayment to the ~~Administrative~~ Agent ~~not~~ no later than ~~1:00~~ 12:00 p.m. ~~(A)~~ at least three (3) Business Days (before the last Business Day of such Interest Period or ~~four (4) Business Days in~~ the ~~case~~ proposed prepayment date. Any such prepayments shall be made by the payment of ~~Loans denominated in Euro) prior~~ the principal amount to ~~any date of prepayment of Eurocurrency Rate Loans~~ be prepaid and ~~(B) on~~ accrued and unpaid interest thereon to the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. ~~If such notice is given~~ Optional prepayments shall be applied as selected by the ~~Borrowers~~Borrower to the Term Loans, the ~~Borrowers shall make such prepayment~~ Revolving Loans and the ~~payment amount specified in such notice~~ Agent Loans. Any optional prepayments of the Term Loans shall be ~~due~~ applied in inverse order of maturity and ~~payable on~~ amounts prepaid under the ~~date specified therein~~Term Loans may not be reborrowed. Any ~~prepayment~~ optional prepayments of ~~a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term~~ the Revolving Loans ~~pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a~~ Revolving Loans, then pro rata ~~basis between~~ to the ~~Dollar Term B-1 Loans,~~ Reimbursement Obligations with respect to Letters of Credit. Any optional prepayments of the ~~Euro Term B-1~~ Agent Loans ~~and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment~~ shall be applied ~~against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid~~ to Agent Loans, then pro rata to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction Agent Reimbursement Obligations with respect to ~~Term B-2 Loans,~~ Agent Letters of Credit. The Borrower may direct the ~~Borrowers shall pay~~ application of any optional prepayment hereunder to the ~~Administrative Agent, for the ratable account of each~~ Base Rate Loans or Eurodollar Loans outstanding of the ~~applicable Term B-2 Lenders, (x) in the case~~ type of ~~clause (i), a prepayment premium of 1.0% of the amount of the Term B-2~~ Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentprepaid. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Tuboscope Inc /De/)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice~~ Partnership may on the last day of the relevant Interest Period if the Loans to ~~the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans~~ be prepaid are in whole or in part Eurodollar Loans, or at any time and from time to time if the Loans to be prepaid are Alternate Base Rate Loans, prepay the Term Loans, in whole or in part, without premium or ~~penalty~~ penalty, upon at least four Business Days' irrevocable notice to the Agent specifying (~~except as set forth below); provided that (1~~x) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of ~~such~~ prepayment, (y) whether the prepayment ~~and the Class(es) and Type(s)~~ is of Eurodollar Loans ~~to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice~~or Alternate Base Rate Loans or a combination thereof, and if of a combination thereof, the amount of ~~such Lender’s Pro Rata Share of such prepayment~~prepayment allocable to each. If such notice is ~~given by the Borrowers~~given, ~~the Borrowers shall make such prepayment and~~ the payment amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with accrued interest to such date on the amount prepaid. Promptly upon receipt of any ~~additional amounts required pursuant~~ notice referred to ~~Section 3.05~~above, the Agent shall inform each Bank. ~~Each prepayment~~ Except as provided in subsection 4.2(b) hereof, partial prepayments of the Term Loans ~~pursuant to this Section 2.05(a)~~ shall be applied to installments of principal thereof in the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct inverse order of maturity~~) and~~ . Partial prepayments shall be ~~paid to the Appropriate Lenders~~ in ~~accordance with their respective Pro Rata Shares~~an aggregate principal amount of $100,000, or a whole multiple thereof, and may only be made if, after giving effect thereto, subsection 3.3 shall not have been contravened; ~~provided that~~provided, ~~at the Borrowers’ option~~however, ~~prepayments of Term Loans pursuant to this Section 2.05(a) may~~ there shall be ~~applied to the Term B-2 Loans~~ no limit on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the ~~Term B-2 Loans being prepaid and (y) in~~ prepayment occurring upon the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment execution of this Agreement ~~resulting~~ as a result of ▇▇▇▇▇▇, in its prior capacity as a ~~Repricing Transaction with respect to Term B-1 Loans~~Bank under the Existing Credit Agreement, ~~the Borrowers shall pay~~ contributing $129,589.63 to the ~~Administrative Agent~~Partnership through AHC, ~~for the ratable account of each~~ representing its portion of the ~~applicable Term B-1 Lenders~~principal payment made by the Partnership on March 30, ~~(x) in~~ 1995 and the ~~case of clause (i),~~ Partnership making a prepayment ~~premium~~ of ~~1.0% of~~ such amount to the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendmentBanks. (~~iii~~b) The ~~Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent),~~ Partnership may at any time or and from time to time, ~~voluntarily~~ prepay ~~Swing Line Loans~~ any accrued and unpaid interest on the Term Loans, in whole or in ~~part~~ part, without premium or penalty~~; provided that (1) such~~ , upon at least four Business Days' irrevocable notice ~~must be received by~~ to the ~~Swing Line Lender and the Administrative~~ Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of ~~such~~ prepayment. If such notice is ~~given by the Borrowers~~given, ~~the Borrowers shall make such prepayment and~~ the payment amount specified ~~in such notice~~ therein shall be due and payable on the date specified therein. Promptly upon receipt of such notice the Agent shall inform each Bank. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Master Loan Restructuring Agreement (Atwood Oceanics Inc)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ ratable portion of such ~~prepayment~~prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~relevant Facilities and Refinancing Facilities. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The ~~Borrowers~~ Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess ~~thereof or~~thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iviii) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers may~~ Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any First Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Closing Date Term Loans, in each case prior to the six (6) month anniversary of the First Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the First Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable First Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Appears in 1 contract

Sources: Credit Agreement (Mission Broadcasting Inc)

Optional Prepayments. (iA) The Borrowers ~~may, upon notice to~~ shall have the ~~Administrative Agent,~~ right at any time or and from time to time ~~voluntarily~~ to prepay ~~Term Loans and~~ any Revolving ~~Credit Loans~~ Borrowing in whole or in ~~part without premium or penalty~~ part, subject to prior notice in accordance with paragraph (~~except as set forth below); provided that~~ b) of this Section 2.10. (1B) ~~such notice must be received by~~ The Parent Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing submitted by fax or email of any prepayment hereunder given not later than ~~1:00 p.m.~~ 11:00 a.m., Applicable time, (i) on the same Business Day as prepayment of each Base Rate Loan and each Swingline Loan and (ii) (A) in the case of a Daily Simple RFR Loan denominated in Dollars, at least five (5) RFR Business Days before prepayment of such Daily Simple RFR Loan, (B) in the case of a Term RFR Loan denominated in Dollars, at least three (3) RFR Business Days before prepayment of such Term RFR Loan, (~~or four (4~~C) ~~Business Days~~ in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan denominated in Dollars, at least three (3) Eurocurrency Banking Days before prepayment of such Eurocurrency Rate Loan, (D) in the case of an RFR Loan denominated in any Foreign Currency, at least five (5) RFR Business Days before prepayment of such RFR Loan, and (E) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four (4) Eurocurrency Banking Days before (C) Each such notice shall be ~~accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each~~ irrevocable; provided that a notice of optional prepayment of ~~Term Loans pursuant to this Section 2.05(a) shall~~ any Revolving Borrowing may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be ~~applied~~ revoked by the Parent Borrower (by notice to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) Administrative Agent on or prior to the ~~first anniversary~~ specified date of ~~the Closing Date~~prepayment) if such condition is not satisfied. Promptly following receipt of any such notice relating to a prepayment of a Revolving Borrowing, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, Administrative Agent shall advise the ~~Borrowers shall pay to the Administrative Agent, for the ratable account of each~~ Lenders of the applicable ~~Term B-2 Lenders, (x)~~ Class of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the ~~case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being~~ prepaid ~~and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior~~ Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the ~~first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this~~ extent required by Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment2.12. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Tupperware Brands Corp)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or penalty (except as ~~set forth below~~provided for in Section 3.8(e)~~; provided that~~ ), upon irrevocable notice (1which may be given by telephone if confirmed promptly in writing) ~~such notice must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A) three (3)~~ at least one Business ~~Days (or four (4) Business Days in the case of Loans denominated in Euro)~~ Day prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loansthereto, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 3.11. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Once prepaid, Loans may not be reborrowed. (b) Notwithstanding anything to the contrary in Section 3.1(a) or 3.8, with respect to the amount of any ~~additional amounts required pursuant~~ optional prepayment described in Section 3.1(a) that is allocated to ~~Section 3.05. Each~~ Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans ~~pursuant to this~~ as provided in paragraph (a) above, on the date specified in Section ~~2.05(a~~3.1(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such ~~prepayment~~ notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be ~~applied against~~ in the ~~scheduled repayments~~ form of ~~Term Loans under Section 2.07 in direct order of maturity)~~ Exhibit F, and shall ~~be paid~~ include an offer by the Borrower to prepay on the ~~Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at~~ date (each a “Prepayment Date”) that is 10 Business Days after the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary date of the ~~Closing Date~~Prepayment Option Notice, the ~~Borrowers (i) make any prepayment~~ relevant Loans of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), such Lender by an amount equal to ~~1.0%~~ the portion of the ~~aggregate amount of the~~ Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable ~~Term B-2 Loans outstanding immediately prior~~ to such ~~amendment; (2) on or prior to~~ Lender’s Tranche B Term Loans. On the ~~first anniversary of the Closing~~ Prepayment Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers Borrower shall pay to the ~~Administrative Agent, for~~ relevant Tranche B Term Lenders the ~~ratable account of each~~ aggregate amount necessary to prepay that portion of the ~~applicable Term B-1 Lenders, a~~ outstanding relevant Loans in respect of which such Lenders have accepted prepayment ~~premium equal to~~ as described above in accordance with the ~~Make-Whole Premium; and (3) following the first anniversary~~ terms of the ~~Closing Date but on or prior to the second anniversary of the Closing Date~~Prepayment Option Notice, ~~the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or~~ and (ii) ~~effect any amendment of this Agreement resulting in a Repricing Transaction with respect~~ the Borrower shall be entitled to ~~Term B-1 Loans,~~ retain the ~~Borrowers shall pay to the Administrative Agent, for the ratable account of each~~ portion of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received Tranche B Prepayment Amount not accepted by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrelevant Lenders. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit and Guarantee Agreement (Northwest Airlines Corp)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or after the first anniversary of the Closing Date, and from time to time ~~voluntarily~~ thereafter prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or penalty (~~except as set forth below~~subject to Section 4.1(b); ), upon irrevocable (provided that ~~(1)~~ any such notice ~~must~~ delivered by the Borrower may state that such notice is conditioned upon the effectiveness of any one or more events, in which case such notice may be ~~received~~ revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied) notice delivered to the Administrative Agent no later than ~~1:00 p.m. (A)~~ 11:00 A.M., New York City time, three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto, in the case of ~~Loans denominated~~ LIBOR Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in ~~Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of LIBOR Loans or Base Rate Loans; provided, that if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 4.11. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender thereof. Unless the notice shall be properly revoked pursuant to the first sentence of ~~its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers~~this Section 4.1(a), the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment~~ Partial prepayments of ~~Term~~ Loans pursuant to this Section ~~2.05(a)~~ 4.1 shall be in an aggregate principal amount of $1,000,000 or integral multiples of $100,000 in excess thereof. Subject to Section 4.8(b), the amount of each principal prepayment of the Loans pursuant to this Section 4.1 shall be applied ~~to the installments thereof~~ (x) on a pro rata basis as between ~~the Dollar Term B-1 Loans, the Euro Term B-1~~ each Class of Loans and (y) to reduce the ~~Term B-2~~ then remaining installments of Loans of the same Class on a pro rata basis, as directed by the ~~Borrowers~~ Borrower. (~~it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled~~ b) All mandatory repayments of ~~Term~~ principal of Loans ~~under~~ required pursuant to Section ~~2.07 in direct order of maturity~~4.2(b) or required upon the Loans becoming due and ~~shall be paid to the Appropriate Lenders~~ payable in accordance with ~~their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this~~ Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary9.1, in ~~the event that: (1) on or~~ each case, prior to the first anniversary of the Closing Date, will be subject to payment by the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay Borrower to the Administrative Agent, for the ratable account of each Lender, of the ~~applicable Term B-2 Lenders~~Prepayment Premium on the principal amount so prepaid or repaid. All voluntary prepayments of principal of Loans pursuant to Section 4.1 (including, (xfor the avoidance of doubt, any prepayment of Refinanced Debt) and all mandatory repayments of principal of Loans required pursuant to Section 4.2(b) or required upon the Loans becoming due and payable in ~~the case of clause (i)~~accordance with Section 9.1, ~~a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y)~~ in ~~the case of clause (ii)~~each case, ~~an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2)~~ on or ~~prior to~~ after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, ~~(i)~~ will be subject to payment by the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay Borrower to the Administrative Agent, for the ratable account of each Lender, of ~~the applicable Term B-1 Lenders,~~ a prepayment premium ~~equal~~ on the principal amount so prepaid or repaid of 2.0%; provided, that, for the avoidance of doubt, the Borrower not may not make any voluntary prepayments of principal of Loans prior to ~~the Make-Whole Premium; and (3) following~~ the first anniversary of the Closing ~~Date but on or prior to the second anniversary of the Closing~~ Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice Such fees shall be due and payable on upon the date ~~specified therein~~of any voluntary prepayment or any mandatory prepayment of principal of Loans required pursuant to Section 4.2(b) or required upon the Loans becoming due and payable in accordance with Section 9.1. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Silicon Graphics International Corp)

Optional Prepayments. (i) ~~The Borrowers~~ Subject to Sections 2.08(a)(ii) and 2.14, the Borrower may, upon written notice (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness, the consummation of a Change in Control or any other event) from the Borrower to the Administrative ~~Agent~~Agent in accordance with Section 2.08(c), at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit~~ any Borrowing of any Class of Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (~~1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (~~A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency ~~Rate~~ Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (~~ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3~~B) any prepayment of ~~Base Rate~~ ABR Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess ~~thereof~~ thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be ~~prepaid~~prepaid and, if Eurocurrency Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified ~~therein~~therein (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness, the consummation of a Change in Control or any other event). Any prepayment of a Eurocurrency ~~Rate~~ Loan shall be accompanied by all accrued interest ~~thereon, together with any additional amounts required pursuant to Section 3.05~~on the amount prepaid. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the principal installments ~~thereof on a pro rata basis between~~ of the ~~Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2~~ applicable Class(es) of Loans as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of ~~Term~~ Loans of the relevant Class under this Section ~~2.07~~ 2.08 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Senior Secured Term Loan Credit Agreement (Corporate Capital Trust, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part Committed Loans without premium or ~~penalty (except as set forth below)~~penalty; ~~provided~~ provided, that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 10:00 a.m., New York, New York time, (A) three (3) Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) ~~on the~~ one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000~~ 500,000 or a whole multiple of $~~1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000~~ 500,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~100,000~~ 500,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice (x) shall specify the date and amount of such prepayment and the Type(s) and Class(es) ~~and Type(s)~~ of Committed Loans to be ~~prepaid~~prepaid and (y) may be revocable and condition such prepayment on the closing of a refinancing or transaction permitted hereunder, the proceeds of which shall be used to prepay the Committed Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and ~~of the amount~~ of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. ~~Each prepayment of Term Loans pursuant to~~ Prepayments provided for in this Section ~~2.05(a~~2.03(a) shall be applied ~~to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in ~~the case of clause (i)~~full, ~~a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid~~ and (y) in second, as the ~~case of~~ Borrower may direct (subject to clause (iid) below). Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, ~~an amount equal to 1.0%~~ any payment or prepayment of Committed Loans may be reborrowed by the ~~aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior~~ Borrower, subject to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid terms and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstandingconditions hereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any Any notice of prepayment ~~under Section 2.05(a) if~~ that fails to specify the Class of any Committed Loan being prepaid shall be deemed to have specified such ~~prepayment would have resulted from~~ Class to be a ~~refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~General Loan.

Appears in 1 contract

Sources: Credit Agreement (Martin Midstream Partners L.P.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ relevant Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable written notice ~~must be received by~~ delivered to the Administrative Agent ~~not~~ no later than ~~1:00 p.m. (A)~~ 11:00 A.M., Local Time, three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto, in the case of ~~Loans denominated in Euro) prior to any date of prepayment of~~ Eurocurrency ~~Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ Loans, ~~$3,000,000 or a whole multiple~~ and no later than 11:00 A.M., Local Time, one Business Day prior thereto, in the case of ~~$1,000,000 in excess thereof and (ii) with respect to Term~~ ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurocurrency Loans ~~to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice~~or ABR Loans; provided, ~~and of the amount of such Lender’s Pro Rata Share of such prepayment. If~~ that if such notice is given in connection with a conditional notice of termination of the Revolving Commitments and a refinancing of all Loans outstanding hereunder, such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the ~~Borrowers~~Parent Borrower if such condition is not satisfied, subject to Section 2.20; provided further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given and not revoked as provided in the preceding sentence, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant to Section 3.05. Each prepayment~~ (except in the case of ~~Term~~ Revolving Loans ~~pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1~~ that are ABR Loans and Swingline Loans) accrued interest to such date on the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, amount prepaid. Partial prepayments of Term Loans ~~pursuant to this Section 2.05(a) may be applied to the Term B-2~~ and Revolving Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in an aggregate principal amount of $1,000,000 or a ~~minimum~~ whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthereof. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Roper Industries Inc)

Optional Prepayments. (i) ~~The~~ Except as set forth herein, after giving Administrative Agent advance written notice of the intent to prepay, Borrowers ~~may~~may voluntarily prepay all or any part of the Aggregate Principal Debt, ~~upon notice to the Administrative Agent, at any time or~~ from time to time ~~voluntarily prepay Term Loans~~ and ~~Revolving Credit Loans~~ at any time, in whole or in ~~part without premium or penalty (except as set forth below)~~part; provided ~~that~~ that: (1A) such notice must be received by ~~the~~ Administrative Agent ~~not later than 1:00 p.m. (A)~~ by 11:00 a.m. central time, three ~~(3)~~ Business Days ~~(or four (4) Business Days in~~ preceding the ~~case of Loans denominated in Euro) prior to any~~ date of ~~prepayment of Eurocurrency Rate Loans and~~ prepayment; (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such ~~notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such~~ partial prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must ~~be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall~~ be in a minimum ~~principal~~ amount of at least $~~100,000~~ 1,000,000 or ~~a whole multiple~~ such lesser amount as may be outstanding under the applicable Tranche; (C) any Eurodollar Rate Borrowing may only be prepaid at the end of ~~$100,000 in excess thereof or~~an applicable Interest Period (unless Borrowers pay the amount of any Consequential Loss); (D) Borrowers shall pay any related Consequential Loss within ten days after demand therefor; (E) Borrower shall pay the applicable Termination Fee on the amount of any Term Loan Principal Debt being prepaid; and (F) concurrently with the delivery of such notice, Borrowers shall deliver to Administrative Agent evidence satisfactory to Administrative Agent that such prepayment is permitted by the ~~entire principal amount thereof then outstanding~~terms of the Senior Loan Agreement and the Intercreditor Agreement. Conversions under Section 3.11 are not prepayments. Each ~~such~~ notice of prepayment shall specify the ~~date~~ prepayment date, the Tranche hereunder being prepaid, and ~~amount~~ the Type of Borrowing(s) and amount(s) of such ~~prepayment. If such notice is given by the Borrowers, the~~ Borrowing(s) to be prepaid and shall constitute a binding obligation of Borrowers ~~shall~~ to make ~~such~~ a prepayment ~~and the payment amount specified in such notice shall be due and payable~~ on the date ~~specified~~ stated therein. , together with (ivunless such prepayment is made with respect to a Base Rate Borrowing) ~~Notwithstanding anything~~ accrued and unpaid interest to the ~~contrary contained in this Agreement,~~ date of such payment on the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayedaggregate principal amount prepaid.

Appears in 1 contract

Sources: Term Loan and Note Purchase Agreement (Sun Healthcare Group Inc)

Optional Prepayments. (ia) The ~~Borrowers~~ Borrower may, upon at least one Domestic Business Day's notice to the ~~Administrative~~ Lead Agent, prepay to the Lead Agent, for the account of the Banks, any Base Rate Borrowing in whole at any ~~time~~ time, or from time to time ~~voluntarily prepay Term Loans and Revolving Credit Loans in whole or~~ in part ~~without premium~~ in amounts aggregating One Million Dollars ($1,000,000), or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole an integral multiple of One Million Dollars ($~~1,000,000 in excess thereof and (ii~~1,000,000) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, ~~in each case~~if less, the ~~entire~~ outstanding principal balance, by paying the principal amount ~~thereof then outstanding~~to be prepaid together with accrued interest thereon to the date of prepayment. Each such ~~notice shall specify the date and amount of such~~ optional prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to prepay ratably the ~~installments thereof on a pro rata basis between~~ Loans of the ~~Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of~~ several Banks included in such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansBorrowing. (iib) ~~Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document~~ The Borrower may, on at least three Euro-Dollar Business Days' notice to the ~~contrary~~Lead Agent, ~~in the event that: (1) on or prior~~ prepay to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Lead Agent, for the ~~ratable~~ account of ~~each~~ the Banks, any Euro-Dollar Loan in whole on the last day of ~~the applicable Term B-2 Lenders~~an Interest Period, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to ~~time, voluntarily prepay Swing Line Loans in whole or~~ time in part ~~without premium~~ in amounts aggregating One Million Dollars ($1,000,000), or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole an integral multiple of One Million Dollars ($~~100,000~~ 1,000,000) in excess thereof or, if less, the ~~entire~~ outstanding principal balance, by paying the principal amount ~~thereof then outstanding~~to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Euro-Dollar Loans of the several Banks included in such Euro-Dollar Loans. Except as provided in Section 8.2 or this Section 2.10(b), the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Lead Agent. Any notice of prepayment delivered pursuant to this Section 2.10(b) shall ~~specify~~ set forth the ~~date and~~ amount of such ~~prepayment~~prepayment which is applicable to any Loan made for working capital purposes. If Each such ~~notice is given~~ optional prepayment shall be in the amounts set forth in Section 2.10(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) A Borrower may at any time and from time to time cancel all or any part of the Commitments in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the ~~Borrowers,~~ delivery to the ~~Borrowers shall make such prepayment~~ Lead Agent and the ~~payment amount specified~~ Banks of a notice of cancellation upon at least three (3) Domestic Business Days' notice to Lead Agent and the Banks, whereupon, all or such portion of the Commitments shall terminate as to the Banks, pro rata on the date set forth in such notice of -------- cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Lead Agent, for the account of the Banks, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.10(a) and (b). The Borrower shall be ~~due and payable on the date specified therein~~permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (ivd) ~~Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any~~ Upon receipt of a notice of prepayment ~~under Section 2.05(a~~or cancellation pursuant to this Section, the Lead Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment ~~would have resulted from a refinancing of~~ or cancellation and such notice shall not thereafter be revocable by the Borrower. (e) Any amounts so prepaid pursuant to this Section 2.10 may not be reborrowed. In the event that the Borrower elects to cancel all or any portion of the ~~Facilities~~Commitments pursuant to Section 2.10(c) hereof, ~~which refinancing shall~~ such amounts may not be ~~consummated or shall otherwise be delayed~~reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Kilroy Realty Corp)

Optional Prepayments. (ia) ~~The Borrowers may~~Subject to clause (b) below, ~~upon notice to~~ the ~~Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not~~ and the Collateral Agent no later than ~~1:00 p.m. (A)~~ 11:00 A.M., New York City time, three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto, in the case of ~~Loans denominated~~ Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in ~~Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on~~ the ~~date of prepayment~~ case of Base Rate Loans~~; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 4.11. ~~The~~ Upon receipt of any such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is given by and the ~~Borrowers~~borrowing pursuant to such notice has been made, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ (except in the case of Revolving Loans that are Base Rate Loans) accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment~~ Partial prepayments of ~~Term~~ Revolving Loans ~~pursuant to this Section 2.05(a)~~ shall be ~~applied to the installments~~ in an aggregate principal amount of $500,000 and whole multiples of $100,000 in excess thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans~~ and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, partial prepayments of Term Loans ~~pursuant to this Section 2.05(a) may~~ shall be ~~applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~in an aggregate principal amount of $1,000,000 and whole multiples of $1,000,000 in excess thereof. (iib) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any Each optional prepayment of Term B-1 Loans pursuant to ~~this~~ Section ~~2.05(a~~4.1(a) ~~or Section 2.05(b)(iii)~~during the periods set forth below shall be accompanied by the prepayment premium, ~~or (ii) any~~ except to the extent such Term B-1 Loans are ~~assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or~~ held by the ~~definition~~ Initial Term B-1 Lender (expressed as a percentage of the ~~Make-Whole Premium~~principal amount being prepaid) set forth opposite the applicable period below: Closing Date – May 9, 2005 2.0 % May 10, 2005 – May 9, 2006 1.0 % ; provided that the ~~Borrowers~~ Borrower shall ~~pay~~ provide at least five (5) Business Days’ notice to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender Agent and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinCollateral Agent. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Muzak Holdings LLC)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit~~ Committed Loans in whole or in part without premium or ~~penalty (except as set forth below)~~penalty; provided that (1a) such notice must be received by the Administrative Agent not later than ~~1:00~~ 12:00 p.m. (Ai) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Committed Loans; (2b) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans,~~ $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3c) any prepayment of Base Rate Committed Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of the amount of such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Committed Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 LoansApplicable Percentages. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Crosstex Energy Lp)

Optional Prepayments. (i) The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1A) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 11:00 a.m. (A1) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender~~’s Pro Rata Share~~ 's ratable portion of such ~~prepayment~~prepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest ~~thereon~~on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof ~~on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans~~ as directed by the ~~Borrowers~~ Borrower (it being understood and agreed that if the ~~Borrowers do~~ Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section ~~2.07~~ 2.07(a) in direct order of maturity) and shall be paid to the Appropriate ~~Lenders~~ Lenders, subject to Section 2.16, in accordance with their respective ~~Pro Rata Shares; provided that, at~~ Applicable Percentages in respect of each of the ~~Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii)~~ relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that~~: (1)~~ , on or prior to the ~~first~~ six month anniversary of the Second Incremental Amendment Closing Date, the ~~Borrowers~~ Borrower (ia) ~~make~~ makes any prepayment of Term B-2 Loans in connection with any Repricing ~~Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans~~Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, ~~(x) in the case of clause (i),~~ a prepayment premium ~~of 1.0~~equal to 1% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (iib) effects any ~~Term B-1 Loans are assigned pursuant to Section 3.07~~ amendment of this Agreement resulting in ~~connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~a Repricing Transaction, the ~~Borrowers~~ Borrower shall pay to the Administrative Agent, for the ratable account of each of the ~~applicable~~ non-consenting Term ~~B-1 Lenders~~B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.01% of the aggregate amount of the applicable Term ~~B-1~~ B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Nexstar Broadcasting Group Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay the Term Loans and reduce the Revolving Credit ~~Loans~~ Commitments, in whole or in ~~part~~ part, without premium or penalty (except as ~~set forth below);~~ provided ~~that (1) such~~ in the last sentence of this Section, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date~~ case of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ ABR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es~~prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.22; provided, further, that any prepayment made pursuant to this Section 2.12 shall be applied pro rata to (i) the Tranche A Term Loans, (ii) the Conversion Term Loans, (iii) the Optional Term Loans, (iv) the reduction of the Delayed Draw Term Loans and ~~Type(s~~(v) the reduction of ~~Loans to be prepaid~~the Revolving Credit Commitments. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Any ~~prepayment~~ reduction of ~~a Eurocurrency Rate Loan~~ the Revolving Credit Commitments pursuant to this Section 2.12 shall be accompanied by ~~all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each~~ prepayment of ~~Term~~ the Revolving Credit Loans ~~pursuant to this Section 2.05(a) shall be applied~~ to the ~~installments thereof on a pro rata basis between~~ extent, if any, that the ~~Dollar Term B-1 Loans,~~ aggregate outstanding principal amount of Revolving Credit Loans exceeds the ~~Euro Term B-1 Loans and~~ amount of the ~~Term B-2 Loans~~ Total Revolving Credit Commitments as ~~directed by the Borrowers (it being understood and agreed that if the Borrowers do not~~ so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, reduced. Partial prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment Revolving Credit Commitments shall be in ~~a minimum~~ an aggregate principal amount of $~~100,000~~ 1,000,000 or a whole multiple thereof. Optional prepayments of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.the

Appears in 1 contract

Sources: Credit Agreement (Teligent Inc)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m.~~ by 11:00 A.M., New York City time, (Ai) at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of Eurodollar Loans ~~denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and~~ or (Bii) on the date of such prepayment in the case of ~~Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ ABR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment, whether the prepayment ~~and the Class(es) and Type(s)~~ is of Eurodollar Loans or ABR Loans and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.15. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice,~~ thereof and of the amount of ~~such Lender’s Pro Rata Share~~ its Percentage of such prepayment. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) except in the case of ~~clause (i), a prepayment premium of 1.0% of~~ Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ~~the Term B-2~~ Revolving Loans ~~being prepaid and (y)~~ shall be in ~~the case of clause (ii),~~ an ~~amount equal to 1.0% of the~~ aggregate principal amount of ~~the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on~~ $500,000 or ~~prior to the first anniversary of the Closing Date~~a whole multiple thereof, ~~(i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii)~~of, ~~or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium~~if less, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the entire principal amount ~~of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment~~thereof then outstanding. (~~iii~~b) The ~~Borrowers may~~Borrower may at any time and from time to time prepay the Swingline Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the ~~Swing Line~~ Swingline Lender (with a copy to the Administrative Agent)) by 1:00 P.M., ~~at any time or from time to~~ New York City time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of ~~the~~ prepayment, ~~and (2) any such~~ which prepayment shall be in a minimum principal amount of $~~100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding~~100,000. Each such notice shall specify the date and amount of such prepayment. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein. (ivc) ~~Notwithstanding anything to~~ If for any reason the ~~contrary contained~~ Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in ~~this Agreement~~effect, the ~~Borrowers may rescind any notice of prepayment under Section 2.05(a) if~~ Borrower shall immediately prepay the Loans and Reimbursement Obligations in an amount equal to such ~~prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~excess.

Appears in 1 contract

Sources: Credit Agreement (National Financial Partners Corp)

Optional Prepayments. (ia) ~~The Borrowers may, upon notice to the Administrative Agent,~~ Each U.S. Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term~~ the U.S. Loans ~~and Revolving Credit Loans~~ made to it, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1)~~ penalty, in the Approved Currency in which such Loan is denominated, upon irrevocable telephonic notice confirmed promptly in writing substantially in the form of Exhibit G, which telephonic notice must be received by the Administrative Agent ~~not later than 1:00 p.m. (A)~~ prior to 12:00 noon, New York City time, at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate~~ Eurodollar Loans and ~~(B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans~~at least one Business Day prior thereto otherwise, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and the ~~Class(es) and Type(s)~~ Type of ~~Loans~~ Loan to be prepaid, and, if a combination thereof, the amount allocable to each; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the U.S. Borrowers shall also pay any amounts owing pursuant to Section 2.18. ~~The~~ Upon receipt of any such notice, the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant U.S. Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of ~~its~~ U.S. Revolving Loans that are ABR Loans and U.S. Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and U.S. Revolving Loans shall be in an aggregate principal amount of or, in the case of Alternate Currency Revolving Loans, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to $1,000,000 or a whole multiple thereof. Partial prepayments of U.S. Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Amounts prepaid pursuant to this Section 2.8 shall be applied as directed by the Parent Borrower. (b) The Canadian Borrower may at any time and from time to time prepay the C$ Prime Loans made to it, in whole or in part, without premium or penalty, upon irrevocable telephonic notice confirmed promptly in writing substantially in the form of Exhibit G which telephonic notice must be received by the Canadian Agent prior to 12:00 noon, Toronto time, at least one Business Day prior thereto, which notice shall specify the date and amount of prepayment, and, if a combination thereof, the amount allocable to each. Upon receipt of ~~each~~ any such notice, ~~and of~~ the ~~amount of such Lender’s Pro Rata Share of such prepayment~~Canadian Agent shall promptly notify each relevant Canadian Lender thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, Partial prepayments of ~~Term~~ C$ Prime Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in ~~a minimum~~ an aggregate principal amount of ~~$100,000~~ C$1,000,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthereof. (ivc) Notwithstanding anything to the contrary contained in this Agreement, the ~~Borrowers~~ applicable Borrower may rescind any notice of prepayment under Section ~~2.05(a~~2.8(a) or (b) if such prepayment would have resulted from a refinancing ~~of all~~ of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Norcross Safety Products LLC)

Optional Prepayments. (ia) The Borrowers ~~may, upon notice to the Administrative Agent,~~ may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, in each case, without premium or ~~penalty~~ penalty, upon irrevocable notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (~~except~~ including any form on an electronic platform or electronic transmission system as ~~set forth below~~shall be approved by the Administrative Agent)~~; provided that~~ , appropriately completed and signed by a Responsible Officer of the Borrower Representative (~~1) such~~ on behalf of the Borrowers), which notice must be received by the Administrative Agent ~~not~~ (i) no later than 1:00 p.m. (ANew York City time) three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior to the prepayment date, in the case of Term SOFR Loans, Eurocurrency Loans denominated in ~~Euro~~Euros or Sterling Daily Rate Loans, (ii) no later than 1:00 p.m. (New York City time) four Business Days prior to ~~any date of~~ the prepayment date, in the case of Eurocurrency ~~Rate~~ Loans denominated in Australian Dollars, and (Biii) no later than 1:00 p.m. (New York City time) on the ~~date~~ prepayment date, in the case of ~~prepayment of Base Rate~~ ABR Loans; ~~(2)~~ provided that if a Eurocurrency Loan is prepaid on any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, day other than the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and last day of the ~~amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers~~Interest Period applicable thereto, the Borrowers shall ~~make~~ also pay any amounts owing pursuant to Section ‎2.21; provided, further, that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facilities or is conditioned upon the consummation of any other transaction or event, such notice of prepayment may be revoked if such Refinancing or other transaction or event is not consummated and any Term SOFR Loan that was the ~~payment~~ subject of such notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant to Section 3.05. Each prepayment~~ (except in the case of ~~Term~~ Revolving Loans ~~pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1~~ that are ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, amount prepaid. Partial prepayments of Term Loans ~~pursuant to this Section 2.05(a~~and Revolving Loans shall be in an aggregate principal amount of (x) ~~may~~ in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof, (y) in the case of Term SOFR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof and (z) in the case of (1) Eurocurrency Loans denominated in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof, (2) Sterling Daily Rate Loans, £500,000 or a whole multiple of £250,000 in excess thereof or (3) Eurocurrency Loans denominated in Australian Dollars, A$1,000,000 or a whole multiple of A$500,000 in excess thereof. Partial prepayments of Swingline Loans shall be ~~applied to the Term B-2 Loans on~~ in an aggregate principal amount of $1,000,000 or a ~~better than pro rata basis as compared to the Term B-1 Loans~~whole multiple of $500,000 in excess thereof. (iib) Notwithstanding ~~the foregoing provisions of this Section 2.05(a) or~~ anything ~~in this Agreement or any other Loan Document~~ herein to the contrary, in the event that~~: (1)~~ , on or prior to the ~~first anniversary of~~ date that is six months after the Closing Date, any Borrower (x) makes any prepayment of Initial Term Loans with the ~~Borrowers~~ proceeds of any Repricing Transaction described under clause (i) ~~make any prepayment~~ of ~~Term B-2 Loans in connection with any~~ the definition of Repricing Transaction with respect to Initial Term Loans, or (iiy) ~~effect~~ effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Initial Term ~~B-2 Loans~~Loans under clause (ii) of the definition of Repricing Transaction, the Borrowers shall on the date of such prepayment or amendment, as applicable, pay to ~~the Administrative Agent, for the ratable account of~~ each ~~of the applicable~~ Initial Term ~~B-2 Lenders,~~ Lender (xI) in the case of such clause (ix), ~~a prepayment premium of 1.0~~1.00% of the principal amount of the Initial Term ~~B-2~~ Loans ~~being~~ so prepaid and (yII) in the case of such clause (iiy), ~~an amount equal to 1.0~~1.00% of the aggregate amount of the ~~applicable~~ Initial Term ~~B-2~~ Loans affected by such Repricing Transaction and outstanding ~~immediately prior to~~ on the effective date of such ~~amendment;~~amendment (an “Initial Term Repricing Premium”). (2c) Notwithstanding anything herein to the contrary, in the event that, on or prior to the ~~first anniversary of~~ date that is six months after the ~~Closing~~ Amendment No. 2 Effective Date, any Borrower (x) makes any prepayment of Amendment No. 2 Incremental Term Loans with the proceeds of any Repricing Transaction described under clause (i) of the ~~Borrowers make any prepayment~~ definition of Repricing Transaction with respect to Amendment No. 2 Incremental Term ~~B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii)~~Loans, or (iiy) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Amendment No. 2 Incremental Term ~~B-1 Loans~~Loans under clause (ii) of the definition of Repricing Transaction, the Borrowers shall on the date of such prepayment or amendment, as applicable, pay to ~~the Administrative Agent, for the ratable account of~~ each ~~of the applicable~~ Amendment No. 2 Incremental Term ~~B-1 Lenders,~~ Lender (xI) in the case of such clause (ix), ~~a prepayment premium of 1.0~~1.00% of the principal amount of the Amendment No. 2 Incremental Term ~~B-1~~ Loans ~~being~~ so prepaid and (yII) in the case of such clause (iiy), ~~an amount equal to 1.0~~1.00% of the aggregate amount of the ~~applicable~~ Amendment No. 2 Incremental Term ~~B-1~~ Loans affected by such Repricing Transaction and outstanding ~~immediately prior to~~ on the effective date of such ~~amendment~~amendment (an “Amendment No. 2 Repricing Premium”). (~~iii~~d) ~~The Borrowers may, upon notice~~ Notwithstanding anything herein to the ~~Swing Line Lender (with a copy~~ contrary, in the event that, on or prior to the ~~Administrative Agent)~~date that is six months after the Amendment No. 6 Effective Date, at any ~~time~~ Borrower (x) makes any prepayment of Amendment No. 6 Refinancing Term Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction with respect to Amendment No. 6 Refinancing Term Loans, or ~~from time~~ (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to ~~time~~Amendment No. 6 Refinancing Term Loans under clause (ii) of the definition of Repricing Transaction, ~~voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by~~ the ~~Swing Line Lender and the Administrative Agent not later than 1:00 p.m.~~ Borrowers shall on the date of ~~the prepayment, and (2) any~~ such prepayment ~~shall be~~ or amendment, as applicable, pay to each Amendment No. 6 Refinancing Term Lender (I) in ~~a minimum~~ the case of such clause (x), 1.00% of the principal amount of ~~$100,000~~ the Amendment No. 6 Refinancing Term Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Amendment No. 6 Refinancing Term Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment (an “Amendment No. 6 Repricing Premium”). (e) Notwithstanding anything herein to the contrary, in the event that, on or ~~a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify~~ prior to the date ~~and amount~~ that is six months after the Amendment No. 7 Effective Date, any Borrower (x) makes any prepayment of ~~such prepayment~~Amendment No. ~~If such notice is given by~~ 7 Incremental Term Loans with the ~~Borrowers~~proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction with respect to Amendment No. 7 Incremental Term Loans, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Amendment No. 7 Incremental Term Loans under clause (ii) of the definition of Repricing Transaction, the Borrowers shall ~~make such prepayment and the payment amount specified in such notice shall be due and payable~~ on the date ~~specified therein.~~ of such prepayment or amendment, as applicable, pay to each Amendment No. 7 Incremental Term Lender (ivI) ~~Notwithstanding anything to~~ in the ~~contrary contained~~ case of such clause (x), 1.00% of the principal amount of the Amendment No. 7 Incremental Term Loans so prepaid and (II) in ~~this Agreement~~the case of such clause (y), 1.00% of the aggregate amount of the Amendment No. 7 Incremental Term Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment (an “Amendment No. 7 Repricing Premium” and together with the Initial Term Repricing Premium, the ~~Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from~~ Amendment No. 2 Repricing Premium and the Amendment No. 6 Repricing Premium, a ~~refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed~~“Repricing Premium”).

Appears in 1 contract

Sources: Credit Agreement (Clarivate PLC)

Appears in 1 contract

Sources: Credit Agreement (Emerald Holding, Inc.)

Optional Prepayments. ~~(i)~~ The ~~Borrowers may, upon notice~~ Borrower shall have the right to ~~the Administrative Agent, at any time or from time to time voluntarily~~ prepay ~~Term Loans and Revolving Credit~~ Loans in whole or in part ~~without premium or penalty (except as set forth below)~~from time to time; ~~provided~~ provided, however, that (1i) ~~such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of~~ each partial prepayment of ~~Eurocurrency Rate Loans and (B) on the date of prepayment of~~ a Base Rate ~~Loans; (2) any prepayment of Eurocurrency Rate Loans~~ Loan shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $~~1,000,000 or a whole multiple~~ 500,000 and integral multiples of $100,000 in excess thereof or, ~~in each case~~if less, the ~~entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es~~unpaid balance thereof, (ii) ~~and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify~~ each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any partial prepayment of a ~~Eurocurrency~~ LIBOR Rate Loan shall be ~~accompanied by all accrued interest thereon~~in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof or, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loansif less, the ~~Euro Term B-1 Loans~~ unpaid balance thereof, and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) ~~The Borrowers may, upon notice to the Swing Line Lender (with~~ each partial prepayment of a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment Swingline Loan shall be in a minimum principal amount of $100,000 ~~or a whole multiple~~ and integral multiples of $~~100,000~~ 50,000 in excess thereof oror the unpaid balance thereof, if less. The Borrower shall give three Business Days’ irrevocable notice in the ~~entire~~ case of LIBOR Rate Loans and one Business Day’s irrevocable notice in the case of Base Rate Loans to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable).Each prepayment pursuant to this Section 2.8(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, however, each prepayment shall be applied first to Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice prepaid shall be ~~due and~~ payable on the ~~date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment~~ next occurring Interest Payment Date that would have ~~resulted from a refinancing of all~~ occurred had such Loan not been prepaid or, at the request of the ~~Facilities~~Administrative Agent, ~~which refinancing~~ interest on the principal amount prepaid shall ~~not~~ be ~~consummated or shall otherwise be delayed~~payable on any date that a prepayment is made hereunder through the date of prepayment.

Appears in 1 contract

Sources: Credit Agreement (Red Robin Gourmet Burgers Inc)

Optional Prepayments. ~~(i)~~ The ~~Borrowers~~ Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ~~Term Loans and Revolving Credit Loans~~ in whole or in part Committed Loans outstanding under the Acquisition Subfacility, the Working Capital/Distribution Subfacility and/or the Term Loan Principal Debt without premium or ~~penalty (except as set forth below)~~penalty; provided that (1i) such notice must be received by the Administrative Agent not later than ~~1:00 p.m.~~ 10:00 a.m., New York, New York time, (A) three ~~(3)~~ Business Days ~~(or four (4) Business Days in the case of Loans denominated in Euro)~~ prior to any date of prepayment of ~~Eurocurrency~~ Eurodollar Rate ~~Loans~~ Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (2ii) any prepayment of ~~Eurocurrency~~ Eurodollar Rate Loans shall be in a principal amount of ~~(i) with respect to Revolving Credit Loans,~~ $~~3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000~~ 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $~~1,000,000~~ 2,000,000 or a whole multiple of $~~100,000~~ 1,000,000 in excess ~~thereof or, in each case, the entire principal amount thereof then outstanding~~thereof. Each such notice shall specify the date and amount of such prepayment and the ~~Class(es) and~~ Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each ~~Appropriate~~ Lender of its receipt of each such notice, and of ~~the amount of~~ such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the ~~Borrowers~~Borrower, the ~~Borrowers~~ Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a ~~Eurocurrency~~ Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment ~~of Term Loans pursuant to this Section 2.05(a)~~ shall be applied to the ~~installments thereof on a pro rata basis between~~ Committed Loans of the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares~~; provided that~~. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, at any payment or prepayment of the ~~Borrowers’ option, prepayments of Term~~ Committed Loans ~~pursuant to this Section 2.05(a)~~ may be ~~applied~~ reborrowed under the Revolver Facility by the Borrower, subject to the ~~Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans~~terms and conditions hereof. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

Sources: Credit Agreement (Martin Midstream Partners Lp)

Optional Prepayments. (ia) The ~~Borrowers may, upon notice to the Administrative Agent,~~ Borrower may at any time or and from time to time ~~voluntarily~~ prepay ~~Term Loans and Revolving Credit Loans~~ the Loans, in whole or in ~~part~~ part, without premium or ~~penalty (except as set forth below); provided that (1) such~~ penalty, upon irrevocable notice ~~must be received by~~ delivered to the Administrative Agent ~~not later than 1:00 p.m. (A)~~ at least three ~~(3)~~ Business Days ~~(or four (4) Business Days~~ prior thereto in the case of ~~Loans denominated in Euro) prior to any date of prepayment of~~ Eurocurrency ~~Rate~~ Loans and ~~(B) on~~ at least one Business Day prior thereto in the ~~date~~ case of ~~prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit~~ ABR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of ~~such~~ prepayment and whether the ~~Class(es) and Type(s)~~ prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to ~~be prepaid~~Section 2.20. ~~The~~ Upon receipt of any such notice the Administrative Agent ~~will~~ shall promptly notify each ~~Appropriate~~ relevant Lender ~~of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment~~thereof. If any such notice is ~~given by the Borrowers~~given, the ~~Borrowers shall make such prepayment and the payment~~ amount specified in such notice shall be due and payable on the date specified therein~~. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon~~, together with ~~any additional amounts required pursuant~~ (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to ~~Section 3.05~~such date on the amount prepaid. ~~Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied~~ The Borrower may apply prepayments to the ~~installments thereof on a pro rata basis between~~ Revolving Loans or the ~~Dollar~~ Term ~~B-1~~ Loans, as the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, Borrower determines. Partial prepayments of Term Loans ~~pursuant to this Section 2.05(a) may be applied to the Term B-2~~ and Revolving Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) following the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in an aggregate principal amount of $1,000,000 or a ~~minimum~~ whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthereof. (ivb) Notwithstanding anything to the contrary ~~contained~~ in ~~this Agreement~~Sections 2.10(a) and 2.17, with respect to the amount of any optional prepayment described in Section 2.10(a) that is allocated to Tranche B Term Loans (such amounts, the ~~Borrowers may rescind~~ “Tranche B Optional Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (a) above, on the date specified in Section 2.10(a) for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, an “Optional Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender an Optional Prepayment Option Notice, which shall be in the form of ~~prepayment under Section 2.05(a~~Exhibit I-1, and shall include an offer by the Borrower to prepay on the date (each an “Optional Prepayment Date”) ~~if such prepayment would have resulted from a refinancing of all~~ that is 10 Business Days after the date of the ~~Facilities~~Optional Prepayment Option Notice, the relevant Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Optional Prepayment Amount indicated in such Lender’s Optional Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Optional Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Tranche B Term Loans in respect of which ~~refinancing~~ such Lenders have accepted or are deemed to have accepted prepayment pursuant to the Optional Prepayment Notice and (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Tranche B Optional Prepayment Amount not accepted by the relevant Lenders, and such amount shall be ~~consummated or shall otherwise be delayed~~applied to the prepayment of the Tranche A Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Church & Dwight Co Inc /De/)

Common use of Optional Prepayments Clause in Contracts