Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 6 contracts
Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest Finance, LLC), Credit Agreement (WideOpenWest Finance, LLC)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.202.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBO Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 6 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Euro Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Euro Rate Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of LIBOR Term Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Euro Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or LIBOR Revolving Credit LoansBorrower shall have no force or effect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender;
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 5 contracts
Sources: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR Term SOFR Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three (3) U.S. Government Securities Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term SOFR Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Term Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (a) applied to such Class of Term Loans in such manner as directed by the Borrower may determine and (bin the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 4 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), may be repaid in whole or in part from time without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to time the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrowers elect to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the following terms and conditions:
(a) principal amount prepaid shall be payable on the Borrower shall give next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loansa prepayment under this clause (a) or clause (b) below, interest on the specific Borrowing(s) pursuant to which made, which notice principal amount prepaid shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans payable on any date that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, a prepayment is made hereunder through the date of such prepayment and shall promptly prepayment. Amounts prepaid on the Term Loans may not be transmitted reborrowed. Each notice delivered by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans Borrowers pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 2.11(a) shall be subject to compliance revocable by the Borrower with Borrowers (by notice to the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any proposed prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderdate specified therein).
Appears in 4 contracts
Sources: Credit Agreement (WestRock Co), Credit Agreement (MEADWESTVACO Corp), Credit Agreement (Rock-Tenn CO)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject except as otherwise provided in this Agreement, and the right to Section 2.20)allocate such prepayments to Loans of a given Tranche, as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions:
(ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, specifying the Tranche or Tranches of the Loans to be prepaid, the amount Types of such prepayment and (Loans to be repaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans and (y) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ;
(bii) each partial prepayment applied to any Tranche of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; and effect;
(ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto thereto, such Borrower shall pay the amounts required pursuant to Section 1.11(a);
(iv) except as provided in Section 4.01(v) below, each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans made pursuant to such Borrowing;
(v) each prepayment of principal of Loans of a given Tranche pursuant to this Section 4.01 shall, subject to the immediately succeeding proviso, be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Loans after giving effect to all prior reductions thereto); provided that repayments of any Tranche of Loans pursuant to Section 4.01(vi) below shall only apply to reduce the then remaining Scheduled Repayments of such Tranche to the extent the Term Loans so repaid are not replaced (and are not required to be replaced) pursuant to Section 13.12(b), with any such application to reduce the then remaining Scheduled Repayments of the respective Tranche in the manner provided above in this Section 4.01(v), unless otherwise specifically agreed by the Required Lenders;
(vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days’ written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case owing by such Borrower to such Lender (or owing by such Borrower to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Incremental Term Loans of any Lender under a given Tranche, the Incremental Term Loan Commitment of such Lender under such Tranche (if any) is terminated concurrently with such repayment pursuant to Section 3.02(c) (at which time Schedule I shall be deemed modified to reflect the changed Incremental Term Loan Commitments of such Tranche) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vi) have been obtained;
(vii) in the case of any prepayment of Tranche C Term Loans or Bermuda Borrower Incremental Term Loans by the Bermuda Borrower with the proceeds of an Investment in the Bermuda Partnership and the prepayment by the Bermuda Partnership of an intercompany loan to the Bermuda Borrower as contemplated by Section 9.05(xviii) at any time Tranche B Term Loans or U.S. Borrower Incremental Term Loans are outstanding, such prepayment shall be accompanied by a prepayment of Tranche B Term Loans or U.S. Borrower Incremental Term Loans by the U.S. Borrower in such amount so that the voluntary prepayments of Term Loans at such time is made on a pro rata basis (based upon the TL Repayment Percentages of each such Tranche of Term Loans and the then outstanding principal amounts of each such Tranche of Term Loans); and
(viii) each prepayment of Loans of any Tranche pursuant to this Section 4.01 made prior to the first anniversary of the Restatement Effective Date in connection with a Repricing Transaction shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment fee described in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.01(h).
Appears in 4 contracts
Sources: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Voluntary Prepayments. The Borrower Company shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the Borrower Company shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon Company to Administrative Agent by 1:00 p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior to or (ii) in the case of Revolving Credit Base Rate Loans that are ABR Loans, 10:00 a.m. on the same day as, to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ;
(b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto;
(c) each voluntary prepayment shall include payment of accrued interest on the principal amount repaid together with any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans premium due pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 3.2(b) and shall be subject applied to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount payment of such prepayment amounts before application to principal and the Class(esshall include amounts payable, if any, under Section 3.5;
(d) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; and
(ae) applied to such Class each voluntary prepayment of Term Loans in such manner as the Borrower may determine and (b) shall be applied to reduce the Scheduled Term Loan Repayment Amounts Repayments in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such Class in such order as the Borrower may determine orprepayment and, if not so specified on or prior within each Term Loan, to the time pro rata prepayment of the Scheduled Term Repayments for such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made Term Loan. Unless otherwise specified by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1Company, such prepayment shall not be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as Company shall request (and in the absence of such request, as Administrative Agent shall determine). The notice provisions with respect to the minimum amount of any Term Loan or Revolving Credit Loan prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of a Defaulting Lenderthis Section 4.2 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.
Appears in 4 contracts
Sources: Term Loan Agreement (Texas Petrochemicals Inc.), Term Loan Agreement (Texas Petrochemicals Inc.), Term Loan Agreement (Texas Petrochemicals Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(e)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no (x) prior to 12:00 Noon (New York City time) (or such later than period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (i1) Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three (3) Business Day Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Amount, then if such Borrowing is a Borrowing of SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (a) applied to such Class of Term Loans in such manner as directed by the Borrower may determine and (bin the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or, the Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12 or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12, so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election 13.12 in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) The Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m); provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 4 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (a) applied to such Class of Term Loans in such manner as directed by the Borrower may determine and (bin the applicable notice of prepayment delivered pursuant to Section 5.01(a) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) a Lender is a non-consenting Lender, or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) (“Notice of Prepayment”) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR Term SOFR Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon y) prior to 11:00 a.m. (New York City time) one at least two Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term SOFR Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Term Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changed, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 3 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to other than as provided in Section 2.204.01(c)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Term Loans, whether such prepaymentTerm Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of such prepayment and (the Term Loans to be prepaid, the Types of Term Loans to be repaid, and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of such voluntary prepaymenta refusal by a Lender to consent to certain proposed changes, ratably in direct order of maturity amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the remaining amortization payments required extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, Borrowers may, upon five Business Days’ prior written notice from the Lead Borrower to be made by the Borrower pursuant Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to Section 2.5(beach of the Lenders) or the terms of any Other repay all Term Loans entitled Loans, together with accrued and unpaid interest, Fees and other amounts owing to such prepayment. At Lender in accordance with, and subject to the Borrower’s election requirements of, said Section 13.12(b), so long as the consents, if any, required under Section 13.12(b) in connection with any prepayment the repayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderclause (b) have been obtained.
Appears in 3 contracts
Sources: Second Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term Loans, Acquisition Term Loans, Swingline Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans incurred by it in whole or in part from time to time time, without premium or penalty (except for breakage costs, if any) on the following terms and conditions:
(ai) the Applicable Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office (with respect to U.K. Swingline Loans, notice shall also be given to the U.K. Swingline Bank) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (in the case Types of LIBOR Loans) Loans and the specific Borrowing(s) pursuant Borrowing or Borrowings which are to which madebe prepaid, which notice shall be given by the Applicable Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to the date of such prepayment (or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asa Swingline Loan, the date of such prepayment prepayment) and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing (other than Borrowings of Term Loans or Revolving Credit Loans Swingline Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of the Borrowing Amount or at least $1,000,000100,000 and integral multiples of $100,000 in excess of that amount (or the Dollar Equivalent); provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount or Borrowing Amount, as the case may be; provided, further, that the minimum prepayment amount for LIBOR Term a Swingline Loan shall be an amount as agreed between the Applicable Borrower and the applicable Swingline Bank; (iii) Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of unless any breakage costs set forth in Section 2.12. Each 1.10(f) accompany such notice shall specify the date prepayment; and amount of such prepayment and the Class(es(iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of any Term Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied pro rata to such Class the A Term Loans, B Term Loans and Acquisition Term Loans then outstanding. Voluntary prepayments of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Acquisition Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan the prepayment of the outstanding principal amount of Loans relating to such Portion pro rata such that each principal payment then remaining with respect to such Portion shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such principal payments then remaining with respect to such Portion and the denominator is equal to the amount of all principal payments remaining with respect to such Portion. In the absence of a Defaulting Lenderdesignation by the Borrowers, the Administrative Agent shall apply such prepayments first to Base Rate Loans and thereafter to Reserve Adjusted Eurodollar Loans.
Appears in 3 contracts
Sources: Credit Agreement (Morris Material Handling Inc), Credit Agreement (MMH Holdings Inc), Credit Agreement (MMH Holdings Inc)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.202.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon y) prior to 11:00 a.m. (New York City time) one at least two Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Section 2.01(b), Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 3 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Voluntary Prepayments. The Borrower Company shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time without premium or penalty (other than the costs described in Section 3.5, if applicable) on the following terms and conditions:
(a) the Borrower Company shall give the Administrative Agent at the Administrative Agent’s Office written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans to it, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Company to Administrative Agent by 12:00 noon (New York City time) at least three Business Days prior in the case of Eurocurrency Loans, at least one Business Day prior to or in the case of Base Rate Loans and by 11:00 a.m. (iiNew York City time) in the case of Revolving Credit Swing Line Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ;
(b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; equal to the Minimum Borrowing Multiple, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto;
(c) any prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5;
(d) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing, if not so specified on or prior to the time of such voluntary prepaymentprovided, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1however, that such prepayment shall not be applied to any Term Loan or Multicurrency Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans then outstanding;
(e) each notice of prepayment shall be irrevocable; provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or any other financing, sale or other transaction. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.
Appears in 3 contracts
Sources: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.201.10), and the right to allocate such prepayments to Loans of a given Tranche, as such Borrower elects, in whole or in part part, at any time and from time to time on the following terms and conditions:
(ai) the an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, specifying the Tranche or Tranches of the Loans to be prepaid, the amount Types of such prepayment and (Loans to be repaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Authorized Officer of such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon prior to 2:00 P.M. (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans and (y) prior to 10:00 A.M. (New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; ;
(bii) each partial prepayment applied to any Tranche of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Minimum Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing Amount for LIBOR Term shall be applied pro rata among such Loans or LIBOR Revolving Credit Loans; and made pursuant to such Borrowing;
(civ) any each prepayment of LIBOR Term principal of Loans or LIBOR Revolving Credit Loans of a given Tranche pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 4.01 shall be subject applied to compliance by reduce the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all then remaining Scheduled Repayments of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class respective Tranche of Term Loans in such the manner as specified by the applicable Borrower may determine and in the applicable prepayment notice; and
(bv) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orevent that, if not so specified on or prior to the time first anniversary of such voluntary prepaymentthe Amendment No. 4 Effective Date, ratably in direct order any Credit Party (x) makes any prepayment of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, U.S. Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (I) in the case of clause (x), a prepayment pursuant premium of 1% of the amount of the affected Term Loans of such Lender being prepaid and (II) in the case of clause (y), a payment equal to this Section 5.1, 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderamendment.
Appears in 3 contracts
Sources: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to other than as provided in Section 2.204.01(c)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Term Loans, whether such prepaymentTerm Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Lead Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of such voluntary prepaymenta refusal by a Lender to consent to certain proposed changes, ratably in direct order of maturity amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the remaining amortization payments required extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, Borrowers may, upon five Business Days’ prior written notice from the Lead Borrower to be made by the Borrower pursuant Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to Section 2.5(beach of the Lenders) or the terms of any Other repay all Term Loans entitled Loans, together with accrued and unpaid interest, Fees and other amounts owing to such prepayment. At Lender in accordance with, and subject to the Borrower’s election requirements of, said Section 13.12(b), so long as the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to clause (b) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 3 contracts
Sources: First Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative Agent’s Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Type of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or $100,000 in the case of Swingline Loans), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance given by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date have no force or effect; and amount of such prepayment and the Class(es(iii) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as Revolving Loans, provided that at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or the prepayment of Revolving Credit Loan Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.
Appears in 3 contracts
Sources: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(e)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no (x) prior to 12:00 Noon (New York City time) (or such later than period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (i1) Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three (3) Business Day Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBO Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Amount, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (a) applied to such Class of Term Loans in such manner as directed by the Borrower may determine and (bin the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or, the Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12 or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12, so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election 13.12 in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) The Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m); provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 3 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Voluntary Prepayments. The Borrower Agent shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower Agent shall give the Administrative Agent at the Administrative AgentNotice Office prior to (A) 11:00 A.M. (New York City time) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay ABR Loans and (B) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice of its intent to prepay BSBY Rate Loans, which notice (in each case) shall specify the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR BSBY Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such BSBY Rate Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01 shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and integral multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit BSBY Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of BSBY Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of BSBY Rate Loans (and same shall automatically be converted into a Borrowing of ABR Loans) and any election of an Interest Period with respect thereto given by the Borrower Agent shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any subject to Section 2.14, each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. Any prepayment of a BSBY Rate Loan on any day a date other than the last day Business Day of an the then current Interest Period applicable with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.03(g).
Appears in 3 contracts
Sources: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether B-1 Term Loans, B-2 Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans at the end of the Interest Period then applicable thereto unless otherwise repaid at or LIBOR Revolving Credit Loansprior to the end of the Interest Period then in effect) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; (iv) each prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to the then outstanding Term Loans on a pro rata basis; provided that if any voluntary repayment of Term Loans is made before the B-1 Conversion Date with the Net Cash Proceeds of one or more issuances of Equity Interests by Holdings, then such voluntary prepayment shall be applied (A) first, to then outstanding B-2 Term Loans until same are repaid in full and (B) second, to the extent in excess thereof, to then outstanding B-1 Term Loans; and (v) each prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to reduce any Scheduled Term Loan Repayment (or any combination of Scheduled Term Loan Repayments), in each case in aggregate amount equal to the principal amount of the respective prepayment of Term Loans, at the direction of the Borrower in its sole discretion; provided that any amount applied to the prepayment of B-2 Term Loans pursuant to the proviso to preceding clause (iv) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto). Notwithstanding anything to the contrary contained herein, voluntary prepayments of Term Loans may not be made on or prior to the Merger Closing Date without the prior written consent of the Lead Arrangers and the Bridge Lead Arranger. Each notice given pursuant to this Section 5.01(a) shall be irrevocable; provided that a notice of the prepayment in full of all Loans pursuant to Section 5.01(a), given in conjunction with a notice of the termination of the Total Revolving Loan Commitment pursuant to Section 4.02(a), or a notice of prepayment of Term Loans, may state that the respective notice is conditioned upon the effectiveness of an issuance of Equity Interests by Holdings or one or more issues of Indebtedness, 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.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01A shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 14.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Term Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Term Loan Repayments of the Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of the respective Tranche after giving effect to all prior reductions thereto).
Appears in 3 contracts
Sources: Credit Agreement (CF Industries Holdings, Inc.), Credit Agreement (CF Industries Holdings, Inc.), Credit Agreement (CF Industries Holdings, Inc.)
Voluntary Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, in each caseas applicable, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part part, from time to time on the following terms and conditions:
(a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term Benchmark Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Benchmark Loans), 12:00 noon (New York City time) one three Business Day Days prior to or and (ii) in the case of Revolving Credit ABR Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit Benchmark Loans shall be in a multiple minimum amount of $500,000 and in multiples of $100,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in an aggregate principal amount multiples of at least $1,000,000; 100,000 in excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Benchmark Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Benchmark Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR such Term Loans or LIBOR Revolving Credit Benchmark Loans; , and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Benchmark Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall make set forth in reasonable detail the basis for requesting such prepayment and amount), pay to the payment amount specified in Administrative Agent for the account of such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind Lender any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedamounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine shall specify and (b) applied to reduce any Incremental Term Loan Repayment Amounts applicable Amounts, and, subject to such Class Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order and to such Classes as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentspecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 3 contracts
Sources: Credit Agreement (Figma, Inc.), Credit Agreement (Chime Financial, Inc.), Credit Agreement (Chime Financial, Inc.)
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject other than amounts, if any, required to be paid pursuant to Section 2.202.11 with respect to prepayments of SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part part, from time to time on any date on the following terms and conditions:
: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR SOFR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (ix) one (1) Business Day prior to (in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon ) or (New York City timey) one three (3) Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR SOFR Loans) (or, 10:00 a.m. on the same day asin each case, the date of such prepayment and shall promptly be transmitted by shorter time as the Administrative Agent to each of the relevant Lenders; may agree), (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR Term SOFR Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans pursuant to this Section 5.1 on any day other than prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to All prepayments under this Section 5.1 shall also be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior subject to the time provisions of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 3 contracts
Sources: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term any or all of the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 SECTION 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(esSECTION 3.5; (iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing PROVIDED, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this SECTION 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said SECTION 11.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to SECTION 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by SECTION 11.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 2 contracts
Sources: Credit Agreement (BMC Industries Inc/Mn/), Credit Agreement (BMC Industries Inc/Mn/)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.202.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO RateTerm SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by ▇▇▇▇▇▇▇▇ (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon y) prior to 1211:00 Noona.m. (New York City time) one at least threetwo Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO RateTerm SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBO RateTerm SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBO RateTerm SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then if such Borrowing is a Borrowing of LIBO RateTerm SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof a given Tranche, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Term Loans of a given Tranche, the amount of such prepayment and (the Term Loans to be prepaid, the Types of Term Loans to be repaid and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 or such lesser amount as is acceptable to the Administrative Agent, provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day Term Loans of an Interest Period applicable thereto a given Tranche made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount Term Loans of such prepayment and Tranche. Notwithstanding anything to the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowercontrary contained in this Agreement, 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 the Borrower may rescind any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment would have resulted from in a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be (a) applied to such Class of Term Loans in such manner as revoked by the Borrower may determine and (b) applied by written notice to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the time of specified effective date) if such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(bcondition is not satisfied.
(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender[Reserved].
Appears in 2 contracts
Sources: Term Loan Credit Agreement (OCI Partners LP), Term Loan Credit Agreement (OCI Partners LP)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Revolving Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject other than amounts payable pursuant to Section 2.202.12), in whole or in part part, at any time and from time to time on the following terms and conditions:
(ai) the such Borrower shall give the Administrative Agent at the Administrative Agent’s Notice Office written notice (or telephonic notice promptly confirmed in writing) of (1) its intent to make prepay such prepaymentRevolving Loans, (2) whether Dollar Revolving Loans Alternate Currency Revolving Loans (including Canadian Revolving Loans) shall be prepaid) (3) the amount of such prepayment (stated in the Applicable Currency) and the Types of Revolving Loans to be prepaid and (4) in the case of LIBOR Euro Rate Loans) , the specific Borrowing(s) pursuant Borrowing or Borrowings to which made, which be prepaid. Such notice shall be given by such Borrower prior to 12:00 Noon (local time where the Borrower no later than respective Payment Office is located) (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Dollar Revolving Loans maintained as Base Rate Loans or Canadian Dollar Revolving Loans maintained as Canadian Prime Rate Loans, and shall promptly (y) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Euro Rate Loans, and to be transmitted promptly by the Administrative Agent to each of the relevant Lenders; Lenders with Loans of the respective Type;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least equal to $1,000,000; 1,000,000 or, in the case of Alternate Currency Revolving Loans, Alternate Currency Revolving Loans having a Dollar Equivalent of $1,000,000 for the applicable Type of Revolving Loans, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Euro Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Euro Rate Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for LIBOR Term such Type of Revolving Loans, then such Borrowing (x) in the case of Dollar Revolving Loans, may not be continued as a Borrowing of Euro Rate Loans or LIBOR Revolving Credit Loans; and (c) shall be converted to Base Rate Loans and any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by have no force or effect and (y) in the Borrower with the applicable provisions case of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerAlternate Currency Revolving Loans, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on repaid in full at such time;
(iii) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each respective Bankers’ Acceptances; and
(iv) each prepayment in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be applied pro rata among such Revolving Loans, provided that until the date on which the amount giving rise to a Lender Default of the applicable Lender shall have been reduced to zero (a) applied to whether by the funding by such Class Defaulting Lender of Term any defaulted Revolving Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Revolving Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or accordance with the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with Section 5.01, Section 5.02 or by a combination thereof), any prepayment pursuant to this Section 5.1, such prepayment in respect of Revolving Loans shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts, Inc.), Credit Agreement (Host Hotels & Resorts L.P.)
Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, subject, in each casethe case of Term Loans, without premium or penalty (but subject to Section 2.20)the Prepayment Premium, if applicable, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai)(A) in the case of Term Loans, the Term Borrower shall give the Administrative Agent Agents prior to 10:00 A.M. (New York City time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay Base Rate Loans and (y) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) may be conditioned on the occurrence of a specified transaction and revoked if such prepayment, transaction does not occur and shall specify the amount of such prepayment of Term Loans and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersLenders and (B) no notice shall be required with respect to the repayment of Revolving Loans provided that prepayment of a Revolving Loan may only be made on Wednesday of each calendar week; (bii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 6.01 shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 250,000 (or such lesser amount as is acceptable to the Agents in any given case), and (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 6.01 shall be in an aggregate principal amount of at least $250,000 (or, if the total outstanding amount of Revolving Loans then outstanding is less than $250,000, such lesser amount) (or LIBOR Revolving Credit other such lesser amount as is acceptable to the Agents), provided that if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by a Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment 6.01 in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.16.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment of Term Loans pursuant to this Section 6.01 shall be applied to the Term Loans on a pro rata basis; (v) each prepayment of Term Loans pursuant to this Section 6.01 shall reduce the then remaining Scheduled Repayments of the Term Loans as directed by the Term Borrower, (vi) the Term Borrower shall not prepay Term Loans with the proceeds of any Revolving Loans and (vii) the Availability after giving effect to such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderless than $2,000,000.
Appears in 2 contracts
Sources: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changed, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the such Borrower shall give the Administrative Facility Agent at (with a copy to the Administrative Agent’s ) prior to 12:00 Noon (London time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, prepay Loans which notice shall specify the amount of such prepayment and (in the case Types of LIBOR Loans) Loans to be prepaid and the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and Facility Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant LendersLenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02(a); (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000the Minimum Borrowing Amount applicable to the Type of Loans being repaid (or such lesser amount as is acceptable to the Administrative Agent); provided (iii) such Borrower shall use reasonable efforts to allocate such prepayments in a manner so that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the Borrowings do not remain outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount in amounts less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period) and (civ) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinLoans; provided that the Borrower may rescind any at such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default and no Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender unless and until the outstanding balance of the Loans of all Non-Defaulting Lenders equals such Non-Defaulting Lenders’ Percentage of such outstanding Loans.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may, upon five Business Days’ prior written notice to the Facility Agent at the Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders (with a copy to the Administrative Agent)), repay all Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the requirements of Section 13.12(b), so long as (i) in the case of the repayment of Loans of any Lender pursuant to this clause (b), (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (ii) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Toys R Us Inc), Syndicated Facility Agreement (Toys R Us Inc)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.202.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon y) prior to 11:00 a.m. (New York City time) one at least two Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this
Section 5.01 (a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days’ prior written notice of their intent to prepay SOFR Loans, whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Type of Loans to be prepaid and, in the case of LIBOR SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or $100,000 in the case of Swingline Loans), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of SOFR Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance given by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date have no force or effect; and amount of such prepayment and the Class(es(iii) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orRevolving Loans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant provided that subject to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At 2.15, at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or the prepayment of Revolving Credit Loan Loans of a Defaulting Lender. Any such notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein, in which case such notice may be revoked by the Borrower (by written notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office on or prior to 2:00 P.M. (New York time) on the specified effective date) if such condition is not satisfied.
(b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.
Appears in 2 contracts
Sources: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans and Revolving Credit Loansor the Swing Line Loans in any combination, in each casewhole or in part, from time to time, without premium or penalty (but subject to except as set forth in Section 2.20), in whole or in part from time to time 4.5(c) and Section 4.5(e) on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in to the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Administrative Agent by 12:00 noon p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior to or (ii) in the case of Revolving Credit Base Rate Loans that are ABR Loans, 10:00 a.m. on the same day as, to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a multiple of $100,000 and Swing Line Loan shall be in an aggregate principal amount of at least $1,000,000500,000; provided provided, that no any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce that reduces the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)(i); (iii) Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be thereto, or subject to compliance by the Borrower Section 3.5 on any other day; (iv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the applicable provisions terms of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerSections 2.13, 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans2,14 or 2.15, which refinancing shall not be consummated or shall otherwise be delayed. Each respectively, each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing; provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
(c) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Unmatured Event of Default or Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans or Swing Line Loans are used for this purpose, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) on the following basis:
(i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 4.3(c); provided that the Borrower shall not initiate any action under this Section 4.3(c) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or Revolving Credit at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers.
(A) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Defaulting Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Lender of Term Loans and/or (y) so long as the Borrower Offer of Discounted Loan Prepayment is only being made to such Class of Term Loans, each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).
(B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the Borrower Offer of Specified Discount Prepayment.
(C) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this subsection (ii) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (A) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below).
(A) Subject to the proviso to subsection (i) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender of Term Loans and/or (y) so long as the Borrower Solicitation of Discount Range Prepayment Offer is only being made to such Class of Term Loans, each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offers pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.
(B) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (iii). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (C)) at the Applicable Discount (each such Lender, a “Participating Lender”).
(C) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretio
Appears in 2 contracts
Sources: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(ai) the The Borrower shall give the Administrative Agent prior to 10:00 a.m. (New York time) at the Administrative Agent’s its Notice Office at least three Business Days' prior written notice (or telephonic in the case of Eurodollar Loans and one Business Day's prior written notice promptly confirmed in writing) the case of Base Rate Loans of its intent to make such prepaymentprepay the Loans, whether A Term Loans, B Term Loans, Acquisition Loans or Revolving Loans shall be prepaid (which Loans may be selected at the discretion of the Borrower subject to any limitations contained in clauses (ii) through (vi) below), the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; Banks;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least the applicable Minimum Borrowing Amount and, if greater, in integral multiples of $1,000,000100,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Amount;
(iii) no prepayments of Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to this Section 5.1 3.01 may be made on any a day other than the last day of an Interest Period applicable thereto thereto;
(iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be subject applied pro rata among such Loans;
(v) each prepayment of Term Loans or Acquisition Loans pursuant to compliance by this Section 3.01 must consist of a prepayment of A Term Loans (in an amount equal to the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount A TL Percentage of such prepayment and prepayment), B Term Loans (in an amount equal to the Class(esB TL Percentage of such prepayment) and Type(s) Acquisition Loans (in an amount equal to the Acquisition TL Percentage of such prepayment); provided, however, prior to the Acquisition Loan Termination Date a prepayment of Acquisition Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or required to be accompanied by a prepayment of Term Loans and a prepayment of Term Loans shall otherwise not be delayed. Each required to be accompanied by a prepayment in respect of Acquisition Loans; and
(vi) each prepayment of Acquisition Loans after the Acquisition Loan Termination Date and each prepayment of Term Loans pursuant to this Section 5.1 3.01 shall be (a) applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata basis (based upon the then remaining principal amount of each such Class of Term Loans in such manner as the Borrower may determine and Scheduled Repayment).
(b) applied In the event of certain refusals by a Bank to reduce Term Loan Repayment Amounts applicable consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Class in Bank (or owing to such order as the Borrower may determine or, if not so specified on or prior Bank with respect to each Tranche which gave rise to the time of need to obtain such voluntary prepayment, ratably Bank's individual consent) in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to accordance with said Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.12.12
Appears in 2 contracts
Sources: Credit Agreement (Vantas Inc), Credit Agreement (Reckson Services Industries Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay its Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)clause (b) below, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBOR Loans, three Business Day Days prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asone Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBOR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000excess thereof; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied pro rata to such Class of the Tranche B-1 Term Loans, the Tranche B-2 Term Loans in such manner as and the Borrower may determine New Term Loans based on the applicable remaining Repayment Amounts due thereunder and (b) subject to the preceding subclause (a), applied to reduce Tranche ▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Repayment Amounts and/or any New Term Loan Repayment Amounts applicable to such Class Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified specify.
(i) In the event that the Tranche B-1 Term Loans are repaid in whole or in part pursuant to Section 5.1(a) or Section 5.2(a)(i) on or after the Closing Date but on or prior to the time first anniversary of such voluntary prepaymentthe Closing Date, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower shall pay to Tranche B-1 Term Loan Lenders having Tranche B-1 Term Loans, a prepayment premium of 1.00% on the amount so repaid and (ii) in the event that the Tranche B-2 Term Loans are repaid in whole or in part pursuant to Section 2.5(b5.1(a) or Section 5.2(a)(i), the terms Borrower shall pay to Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, a prepayment premium as follows: (i) 2.00% of any Other such amount so repaid if such prepayment occurs on or after the Closing Date but on or prior to the first anniversary of the Closing Date and (ii) 1.00% of such amount so repaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Section 5.1(b), the premiums set forth herein shall not be applicable to prepayments of Term Loans entitled of up to $150,000,000 in aggregate principal amount, to the extent such prepayment. At the Borrower’s election in connection with any prepayment prepayments are made pursuant to this Section 5.1, such prepayment shall not be applied 5.1 on or prior to any Term Loan or Revolving Credit Loan of a Defaulting Lenderthe date that is 45 days after the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term the Loans (other than Bid Loans and Revolving Credit Local Currency Loans, in each case) made to it, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the respective Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative Agent’s its Notice Office (x) same day written notice (or telephonic notice promptly confirmed in writing) of its such Borrower's intent to make prepay Base Rate Loans or Swingline Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of such prepaymentBorrower's intent to prepay Eurocurrency Loans, the amount of such prepayment and (and, in the case of LIBOR Eurocurrency Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; and (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in Loans having an aggregate principal amount Original Dollar Amount of at least $1,000,000; 500,000 provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to such Borrowing to an amount less than the Minimum an Original Dollar Amount of $2,000,000, then such Borrowing Amount for LIBOR Term may not be continued as a Borrowing of Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the respective Borrower shall make such prepayment and the payment amount specified in such notice have no force or effect. Any Bid Loan shall be due prepayable only with the consent of the Bank making such Bid Loan. Any Local Currency Loan shall be prepayable to the extent and payable on the date specified therein; terms provided that in the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and applicable Local Currency Documentation.
(b) applied With respect to reduce Term Loan Repayment Amounts applicable any Bank subject to such Class in such order replacement pursuant to and as the Borrower may determine or, if not so specified on or prior and to the time extent provided in Section 13.12(b), the respective Borrower may, upon five Business Days' written notice by such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), repay all Loans (other than Bid Loans), together with all accrued and unpaid interest, Fees, and all other amounts owing to the non-consenting Bank in accordance with said Section 13.12(b) so long as (A) the Commitment of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower Bank is terminated concurrently with such repayment pursuant to Section 2.5(b3.02(b) or (at which time Schedule 1.01 shall be deemed modified to reflect the terms of any Other Term Loans entitled to such prepayment. At changed Commitments) and (B) the Borrower’s election consents required by Section 13.12(b) in connection with any the prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender4.01(b) have been obtained.
Appears in 2 contracts
Sources: Global Revolving Credit Agreement (Sealed Air Corp/De), Global Revolving Credit Agreement (Sealed Air Corp/De)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR Term Benchmark Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term Benchmark Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; provided that in the event of a voluntary prepayment to be made on the Amendment No. 2 Effective Date, the notice of such prepayment may be delivered one Business Day prior to the Amendment No. 2 Effective Date; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Benchmark Term Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit Benchmark Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of Term Benchmark Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) (or 11:00 A.M. (New York City time) in the case of succeeding clause (A)) at the Administrative Agent’s Notice Office (A) same day written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (A) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that no provided, that, if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in Revolving Loans; provided, that, at such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender (it being understood and agreed that, if at any time thereafter any such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments and with the Borrowers being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing).
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the requirements of, Section 13.12(b), so long as (i) (A) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (ii) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 2 contracts
Sources: Abl Credit Agreement (CVR Partners, Lp), Abl Credit Agreement (CVR Energy Inc)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent’s Office Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollars Loans, which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant LendersLenders under the applicable Facility, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (bii) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01 shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans or LIBOR Revolving Credit (and same shall automatically be converted into a Borrowing of Base Rate Loans); and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment 5.01 in respect of Term any Revolving Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as Revolving Loans, provided that at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01, such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender, and (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (Resolute Forest Products Inc.), Abl Credit Agreement (AbitibiBowater Inc.)
Voluntary Prepayments. The Borrower shall have Loans (subject to clauses (b) and (c) below) may be repaid in whole or in part without premium or penalty (except, in the right to prepay Term case of Loans other than Base Rate Loans and Revolving Credit Daily Simple SOFR Loans, amounts payable pursuant to Section 3.05); provided that (A) notice thereof must be received by the Administrative Agent by (I) 1:00 p.m. at least three (3) Business Days prior to the date of prepayment with respect to Term SOFR Loans, (II) 1:00 p.m. at least one (1) Business Day prior to the date of prepayment with respect to Base Rate Loans and (III) noon on the date of prepayment with respect to Daily Simple SOFR Loans, and (B) any such prepayment shall be in the same minimum amounts as provided for Borrowings in Section 2.02(a), or, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate entire remaining principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of such prepayment and the Class(es) Loans and Type(s) Types of Loans which are to be prepaid. If ; provided, that such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified of repayment (i) in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from connection with a refinancing of the entire outstanding principal amount of, and all accrued but unpaid interest on, the Loans may be contingent upon the closing of the then outstanding Loanssuch refinancing; or (ii) may state that it is conditioned upon such other specified transaction, in which refinancing shall not case such notice may be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as revoked by the Borrower may determine and (b) applied by written notice to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or Administrative Agent prior to the time specified due date of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At The Administrative Agent will give prompt notice to the Borrower’s election in connection with applicable Lenders of any prepayment pursuant to this on the Loans and the Lender’s interest therein. Prepayments of SOFR Loans hereunder shall be accompanied by accrued interest thereon and prepayments of Term SOFR Loans hereunder shall be accompanied by breakage amounts, if any, under Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.05.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Healthcare Realty Trust Inc), Revolving Credit and Term Loan Agreement (Healthcare Realty Trust Inc)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the applicable Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, Dollar Revolving Loans, Euro Revolving Loans, Canadian Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the applicable Borrower no later than (i) in the case of Term Loans to Administrative Agent or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans)Canadian Administrative Agent, as applicable, by 12:00 noon (New York City time) one at least three (3) Business Day Days prior to or (ii) in the case of Eurocurrency Loans or Canadian Revolving Credit Loans that are ABR Loans, 10:00 a.m. on and at least one (1) Business Day prior in the same day as, case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ;
(b) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000, Cdn.$1,000,000, €1,000,000 or £1,000,000, as applicable, and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000, €500,000 or £500,000, as applicable; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto;
(c) any prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5;
(d) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrowing, provided, however that Canadian Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior defense any B/A by depositing with Canadian Administrative Agent an amount equal to the time face amount of such voluntary prepaymentmaturing B/A, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1provided, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Pro Rata Share of all Loans then outstanding; and
(e) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of all outstanding Term Loans in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to reduce the remaining Scheduled Term Repayments, in inverse order of maturity. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the applicable Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the relevant Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, C Term Loans, U.S. Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Incremental Term Loans under a given Tranche, Canadian Borrower Revolving Loans, U.S. Borrower Revolving Loans and/or Swingline Loans, the amount and currency (or currencies) of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid, in the case of LIBOR any Term Loans) , the manner in which such prepayment shall apply to reduce the respective Scheduled Repayments of such Term Loans and, in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and/or B/A Discount Rate Loans, the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the such Borrower no later than (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), prior to 12:00 noon Noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Loans maintained as Base Rate Loans (other than Swingline Loans) or Canadian Prime Rate Loans, (y) prior to 12:00 Noon (New York City time) on the date of such prepayment in the case of Swingline Loans and shall (z) prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of such prepayment in the case of LIBO Rate Loans, Bankers’ Acceptance Loans and B/A Discount Rate Loans and shall, except in the case of Swingline Loans, be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; provided that no notice shall be required in connection with the incurrence of the Replacement Term Loans (bincluding by way of conversion of any outstanding Term Loans) on the Amendment No. 1 Effective Date and repayment of the Term Loans with the proceeds thereof; (ii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or CDN $1,000,000 in the case of any amounts to be prepaid in Canadian Dollars) or such lesser amount as is acceptable to the Administrative Agent; provided that no (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or CDN $500,000 in the case of prepayments to be made with respect to Canadian Dollar Denominated Revolving Loans) or such lesser amount as is acceptable to the Administrative Agent in any given case and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term principal amount of LIBO Rate Loans or LIBOR Revolving Credit B/A Discount Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then (A) if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing may not be continued as a Borrowing of LIBO Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or LIBOR Revolving Credit Loans; effect, and (cB) if such Borrowing is a Borrowing of B/A Discount Rate Loans, such Borrowing may not be continued as a Borrowing of B/A Discount Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that (x) at the relevant Borrower’s election in connection with any prepayment of LIBOR Term Canadian Borrower Revolving Loans or LIBOR U.S. Borrower Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any day other than Revolving Loan of a Defaulting Lender; and (y) it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; (iv) prepayments of Bankers’ Acceptance Loans may not be made prior to the last day maturity date of an Interest Period applicable thereto the respective underlying Bankers’ Acceptances or B/A Equivalent Notes, as the case may be; and (v) each prepayment of principal of B Term Loans, C Term Loans and Incremental Term Loans of a given Tranche pursuant to this Section 5.01 shall be subject to compliance applied as directed by the applicable Borrower with in the applicable provisions respective notice of prepayment delivered pursuant to Section 2.12. Each 5.01(a) or, if no such notice shall specify direction is given (1) first, to reduce the Scheduled Repayments of the respective Tranche which will become due within twelve months after the date and amount of such prepayment repayment in direct order of maturity of the dates of such Scheduled Repayments, and (2) second, to the Class(esextent in excess of the amount applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of the Scheduled Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto) and Type(s) of Loans (or, if applicable, Other Allocable Share). Notwithstanding anything to be prepaid. If such notice is given by the Borrowercontrary contained in this Agreement, 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 the relevant Borrower may rescind any such notice of prepayment under this Section 5.01(a) if such prepayment would have resulted from in a refinancing of all of the then outstanding LoansLoans and Commitments, which refinancing shall not be consummated or shall otherwise be delayed.
(b) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, the relevant Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) in the case of the repayment of Canadian Borrower Revolving Loans of any Lender pursuant to this clause (b), the Canadian Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed Canadian Borrower Revolving Loan Commitments) and such Lender’s Canadian Borrower RL Percentage of all outstanding Canadian Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, (II) in the case of the repayment of U.S. Borrower Revolving Loans of any Lender pursuant to this clause (b), the U.S. Borrower Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed U.S. Borrower Revolving Loan Commitments) and such Lender’s U.S. Borrower RL Percentage of all outstanding U.S. Borrower Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained. Each prepayment in respect of any Term Loans Loan pursuant to this Section 5.1 5.01(b) shall be reduce the then remaining Scheduled Repayments of the respective Tranche on a pro rata basis (a) applied based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or all prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderreductions thereto).
Appears in 2 contracts
Sources: Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (Phoenix Container, Inc.)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO RateTerm Benchmark Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Benchmark Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO RateTerm Benchmark Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO RateTerm Benchmark Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of LIBO RateTerm Benchmark Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the applicable Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans to it, whether such prepaymentLoans are Term Loans, Multicurrency Revolving Loans, French Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the applicable Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Administrative Agent by 12:00 noon (New York City time) at least three Business Days prior in the case of Eurocurrency Loans, at least one Business Day prior to or in the case of Base Rate Loans and by 11:00 a.m. (iilocal time) in the case of Revolving Credit Swing Line Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ;
(b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; equal to the Minimum Borrowing Multiple, provided that that, no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto;
(c) any prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5;
(d) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing, if not so specified on or prior to the time of such voluntary prepaymentprovided, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1however, that such prepayment shall not be applied to any Term Loan Multicurrency Revolving Loans or French Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Revolving Loans or French Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans or French Revolver Pro Rata Share of all French Revolving Loans, as applicable, then outstanding; and
(e) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company), and within each such Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis; provided, however, that Company may designate in a notice to the Administrative Agent that such voluntary prepayment shall be applied first to any specified remaining Scheduled Term Repayment due within 12 months of such voluntary prepayment. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans such Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 12:00 noon at the Administrative Agent’s Notice Office prior written notice (x) on the same Business Day (or telephonic notice promptly confirmed in writing) in the case of Base Rate Loans and (y) three (3) Business Days prior in the case of LIBOR Loans, of its intent to make such prepaymentprepay any Loans, which notice (in each case) shall specify whether Incremental Term Loans (including which Class of Term Loans), Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; provided that a notice of prepayment under this Section 5.01 (bi) may state that such notice is conditional upon the effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (ii) (x) each partial prepayment of any Borrowing of Incremental Term Loans or Revolving Credit Loans pursuant to this Section 5.01 shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case), (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case); (iii) except for prepayments made with proceeds of Other Revolving Loans or LIBOR loans made pursuant to Replacement Revolving Credit Loan Commitments at the time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17, which Loans shall be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each Revolving Lender are in accordance with its Revolving Percentages, each prepayment of Revolving Loans pursuant to this Section 5.01 shall be made in proportion to the outstanding principal of Revolving Loans of the various Revolving Lenders, so that each Revolving Lender’s outstandings pursuant to its Revolving Loan Commitments reflect its respective Revolving Percentages as from time to time in effect and (iv) each prepayment pursuant to this Section 5.01 in respect of any Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderpro rata among such Loans.
Appears in 2 contracts
Sources: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen Energy Holdings, Inc.)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by ▇▇▇▇▇▇▇▇ (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
Voluntary Prepayments. The (a) Each U.S. Borrower shall have the right to prepay Term any Loans made to the U.S. Borrowers, and Revolving Credit Loansthe Canadian Borrower shall have the right to prepay the Loans made to the Canadian Borrower, in each case, without premium or penalty (but subject to payment of amounts set forth in Section 2.20)2.11, if applicable, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower Company shall give the Administrative Agent prior to 11:00 a.m. (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its the applicable U.S. Borrower’s intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) or the Canadian Borrower’s intent to prepay Canadian Prime Rate Loans, as applicable and (B) at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of any Borrower’s intent to prepay Interest Period Loans, which notice (in each case) shall specify which Revolving Loans or, in the case of Loans being prepaid by a U.S. Borrower only, Swingline Loans, shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Interest Period Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Interest Period Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of Revolving Loans by any Borrowing of Term Loans or Revolving Credit Loans Borrower pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 1,000,000 and in integrals of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of LIBOR Term Swingline Loans by any U.S. Borrower pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 and integrals of $100,000 in excess thereof (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that if any partial prepayment of Interest Period Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Interest Period Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of Interest Period Loans (and the same shall automatically be converted into a Borrowing of Base Rate Loans, in the case of LIBOR Term Loans Loans, or LIBOR Revolving Credit Canadian Prime Rate Loans, in the case of Canadian BA Rate Loans) and any election of an Interest Period with respect thereto shall have no force or effect; (iii) in the case of partial prepayments of any Borrowing of Canadian BA Rate Loans, Canadian Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, Canadian Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); and (civ) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in Loans; provided, that at such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Any prepayment of Loans under the respective commitments shall be applied first to Base Rate Loans and then to Interest Period Loans outstanding thereunder.
(b) [Reserved].
(c) Notwithstanding anything contained herein to the contrary, to the extent that no Event of Default then exists, then, subject to Section 5.02, all voluntary payments and all proceeds of Collateral to be applied to the Obligations shall be collected and applied by the Administrative Agent in accordance with the instructions of the Credit Parties. After the occurrence and during the continuation of an Event of Default, all payments and all proceeds of Collateral to be applied to the Obligations shall be applied, subject to the provisions of the Intercreditor Agreement, in accordance with Section 17 of the U.S. Security Agreement (with respect to payments on and Collateral securing the Obligations of the U.S. Credit Parties) and Section 10.12 of the Canadian Security Agreement (with respect to payments on and Collateral securing the Obligations of the Canadian Credit Parties).
Appears in 2 contracts
Sources: Abl Credit Agreement (Affinia Group Holdings Inc.), Abl Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.202.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR Term SOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), 12:00 noon y) prior to 11:00 a.m. (New York City time) one at least two Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of Term Loans or LIBOR Revolving Credit SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then if such Borrowing is a Borrowing of Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not so specified limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Section 2.01(b), Sections 5.02(l) and (m) and Section 5.03; provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term its Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Term SOFR Loans or Alternative Currency Term Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit ABR Loans, Alternative Currency Loans that are ABR or Swingline Loans), 12:00 noon (New York City time) one Business Day prior to (or such shorter time period as the Administrative Agent shall reasonably agree), (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asdate of such prepayment (or such shorter time period as the Administrative Agent shall reasonably agree), (iii) in the case of Alternative Currency Loans, two Business Days prior to (or such shorter time period as the Administrative Agent shall reasonably agree) or (iv) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit SOFR Loans shall be in a multiple minimum amount of $100,000 and 10,000,000, (ii) any ABR Loans (other than Swingline Loans) shall be in an aggregate principal a minimum amount of at least $1,000,000, (iii) any Loans denominated in Euro shall be in a minimum amount of €10,000,000, (iv) any Loans denominated in Sterling shall be in a minimum amount of £5,000,000 and (v) Swingline Loans shall be in a minimum amount of $500,000; provided that no partial prepayment of LIBOR Term SOFR Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term SOFR Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR such Term SOFR Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans, as applicable; and (c) any prepayment of LIBOR Term SOFR Loans or LIBOR Revolving Credit Alternative Currency Term Rate Loans pursuant to this Section 5.1 5.1(a) on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (HCA Healthcare, Inc.), Credit Agreement (HCA Healthcare, Inc.)
Voluntary Prepayments. The Borrower (a) At any time and from time to time, the Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, in each casewhole or in part, together with accrued interest to the date of prepayment, without premium or penalty (but subject to Section 2.20except as provided in clause (iii) below), in whole or in part from time upon written notice given to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the Administrative Agent’s Office written notice aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (or telephonic notice promptly confirmed in writingiii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of its intent to make such prepayment, a prepayment of a LIBOR Loan may be made only on the amount last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans) , the specific Borrowing(s) Interest Period of the Borrowing pursuant to which made), which notice and shall be given by irrevocable and shall bind the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior Borrowers to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. make such prepayment on the same day asterms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the date terms and conditions of such prepayment and shall promptly be transmitted by this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to each of the relevant Tranche 1 Lenders; provided that if such notice has also been furnished to the Tranche 1 Lenders, the Administrative Agent shall have no obligation to notify the Tranche 1 Lenders with respect thereto.
(b) each partial prepayment of any Borrowing of Term Loans Each payment or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment provisions of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 2.7 on any a day other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower made together with the applicable provisions of all amounts required under Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans 2.18 to be prepaid. If such notice is given by the Borrower, the Borrower shall make such paid as a consequence thereof.
(c) Each prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans made pursuant to this Section 5.1 2.7 shall be (a) applied to such Class of Term ratably among the Tranche 1 Lenders holding the Loans being prepaid, in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior proportion to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made principal amount held by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendereach.
Appears in 2 contracts
Sources: Credit Agreement (Everest Re Group LTD), Credit Agreement (Everest Re Group LTD)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(ai) the such Borrower shall give the Administrative DIP Agent at the Administrative Agent’s Office written notice (notice, in writing or telephonic notice promptly by telephone, confirmed in writing) , of its intent to make a prepayment (x) prior to 2 P.M. (New York time) at its Notice Office at least three Business Days prior to the date of such prepaymentprepayment in the case of Eurodollar Loans and (y) prior to 12 Noon (New York time) at its Notice Office at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans, which notice in each case shall indicate the amount of such prepayment and (the Type of Revolving Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and DIP Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; and (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; the Minimum Borrowing Amount, if applicable, with respect thereto, provided that no partial prepayment of LIBOR Term Eurodollar Loans or LIBOR Revolving Credit shall reduce the outstanding Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any with respect thereto. Each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Lenders making such Revolving Loans, provided that no such prepayment shall be applied to any Revolving Loans of a Defaulting Lender at any time when the Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Proportionate Share of all Revolving Loans then outstanding. Prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance accompanied by the Borrower with the applicable provisions of amounts required under Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender1.10.
Appears in 1 contract
Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) (x) on the date of prepayment with respect to Revolving Loans and Swing Line Loans which are Base Rate Loans, (y) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment with respect to Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender.'s Revolver Pro Rata Share of all Revolving Loans then outstanding; and (v) in the event that all or any portion of the Term B Loans or Term C Loans are prepaid on or before the second anniversary of the Original Closing Date, such prepayment shall be made at 101% of the principal amount of the Term B Loan or Term C Loan repaid, as applicable. Voluntary prepayments of Term Loans shall be applied first to the unpaid Scheduled Term A Repayments, the Scheduled Term B Repayments, the Scheduled Term C Repayments and Scheduled Acquisition Repayments due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied in proportional amounts equal to the Term A Percentage, Term B Percentage, Term C Percentage and Acquisition Percentage (in each case, after giving effect to the prepayments made to the unpaid Scheduled Term A Repayments, Scheduled Term B Repayments, Scheduled Term C Repayments and Scheduled Acquisition Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments, Scheduled Term B Repayments, Scheduled Term C Repayments and 70 77
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 5,000,000 (or such lesser amount as is acceptable to the Administrative Agent), (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $300,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Tranche of Term Loans made pursuant to this Section 5.01(a) shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment, provided, however, on or prior to December 5 2005, the Borrower may, at its option, direct that any voluntary prepayment of Term Loans pursuant to this Section 5.01(a) be applied (in which case it shall be applied) (1) first, solely to outstanding B Term Loans, so long as (I) no Default or Event of Default then exists or would result therefrom, (II) immediately after giving effect to such prepayment either (x) the aggregate principal amount of all B Term Loans that would be outstanding will be at least $100,000,000 or (y) all outstanding B Term Loans shall have been paid in full and (III) immediately after giving effect to such prepayment, the Total Unutilized Revolving Loan Commitment shall be at least $50,000,000, and (2) second, to the extent that no B Term Loans would remain outstanding after giving effect to any prepayment pursuant to preceding sub-clause (1), as otherwise provided above in this clause (iv) without regard to this proviso; and (v) each voluntary prepayment of any Tranche of Term Loans pursuant to this Section 5.01(a) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of the respective Tranche after giving effect to all prior reductions thereto), provided, however, the Borrower may, at its option, direct that any voluntary prepayment of any Tranche of Term Loans pursuant to this Section 5.01(a) be applied (in which case it shall be applied) (I) first, to reduce in direct order of maturity the Scheduled Term Loan Repayments of such Tranche of Term Loans which are due and payable within 12 months from the date of such prepayment, and (2) second, to the extent in excess of the amounts required to be applied in respect of such Tranche of Term Loans pursuant to preceding sub-clause (1), as otherwise provided above in this clause (v) with respect to such Tranche without regard to this proviso.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of any Tranche of Term Loans pursuant to this Section 5.01(b) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of such Tranche after giving effect to all prior reductions thereto).
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR USD Swingline Loans, (A) notice thereof must be received by the specific Borrowing(sapplicable USD Swingline Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) pursuant to which made, which notice any such prepayment shall be given by in the Borrower no later than same minimum principal amounts as for advances thereof (ior any lesser amount that may be acceptable to such USD Swingline Lender); and (iii) in the case of Term Loans or Revolving Credit Loans Primary Currency Swingline Loans, (other than Revolving Credit Loans that are ABR Loans), 12:00 noon A) notice thereof must be received by the applicable Primary Currency Swingline Lender by 10:00 a.m. (New York City London time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of prepayment, and (B) any such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate the same minimum principal amounts as for advances thereof (or lesser amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant may be acceptable to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12Primary Currency Swingline Lender). Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of such prepayment and the Class(es) Loans and Type(s) of Loans that are being prepaid and, if Fixed LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. If such notice is given by the a Borrower, the such 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing . Prepayments of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Fixed LIBOR Rate Loans pursuant to this Section 5.1 hereunder shall be (a) applied to such Class of Term Loans in such manner as accompanied by accrued interest on the Borrower may determine amount prepaid and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orbreakage or other amounts due, if not so specified on or prior to the time of such voluntary prepaymentany, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to under Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.05.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Initial Term Loans, Incremental Term Loans under a given Tranche, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; (bii) (x) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of LIBOR Term Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $250,000 (or LIBOR Revolving Credit such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es5.01(a) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orLoans, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.15.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender; (iv) each prepayment in respect of any Tranche of Term Loans made pursuant to this Section 5.01(a) shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment; and (v) each prepayment of any Tranche of Term Loans pursuant to this Section 5.01(a) shall reduce the then remaining Scheduled Repayments of such Tranche on a pro rata basis (based upon the then remaining amounts of such Scheduled Repayments of such Tranche).
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, such Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of any Tranche of Term Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment of such Tranche after giving effect to all prior reductions thereto).
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Tranche A Repayment Amounts applicable to such Class or Tranche B Repayment Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term any or all of the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Agent by 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Commitment Percentage of all Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Majority Lenders as provided in Section 11.1(b), Borrower shall have the right, upon five (5) Business Days’ prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 11.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 11.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 1 contract
Sources: Second Amendment and Restatement Agreement (BMC Industries Inc/Mn/)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay any Class of the Term Loans and Revolving Credit Loans, in each caseon a pro rata basis, without premium or penalty (but subject to Section 2.202.11), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent prior to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 2:30 P.M. (New York City time) at the Notice Office (A) at least one Business Day Day’s prior written notice of its intent to or prepay Base Rate Loans and (iiB) in the case at least three Business Days’ prior written notice of Revolving Credit Loans that are ABR its intent to prepay LIBOR Loans, 10:00 a.m. on which notice (in each case) shall specify the same day asamount of such prepayment, the date of such prepayment (which shall be a Business Day) and shall promptly the Types of Term Loans to be transmitted by prepaid, and which notice the Administrative Agent shall, promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing a Class of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided provided, that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Term Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 4.01(a) in respect of any day other than the last day Class of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject applied pro rata among such Term Loans.
(b) In the event of refusal by a Lender to compliance consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Borrower with Required Lenders as (and to the applicable provisions of extent) provided in Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower12.12(b), the Borrower shall make such prepayment and have the payment amount specified in such right, upon five Business Days’ prior written notice shall be due and payable on the date specified therein; provided that by the Borrower may to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) and terminate all Commitments of such Lender in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
(c) [Reserved].
(d) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 2.11, rescind any such notice of prepayment pursuant to Section 4.01(a) or (b) if such prepayment would have resulted from a refinancing of all or any portion of the then outstanding Loansapplicable Class, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Sources: Subordinated Term Loan Credit Agreement (J.Jill, Inc.)
Voluntary Prepayments. The Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to the Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(ai) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at the Administrative Agent’s Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans (or same day notice in the case of Swingline Loans) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether B Term Loans, Revolving Loans and/or Swingline Loans shall be prepaid, the amount of such prepayment and (the Loans to be prepaid, the Types of Loans to be repaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) Administrative Agent shall, except in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case a prepayment of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; ;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least (x) $1,000,000; 1,000,000 in the case of B Term Loans or Revolving Loans and (y) $250,000 in the case of Swingline Loans, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loans; and effect;
(ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall make such prepayment and pay the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each amounts required pursuant to Section 1.11;
(iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall, except as provided in clauses (vi) and (vii) below, be applied pro rata among such Loans;
(v) each voluntary prepayment of B Term Loans pursuant to this Section 5.1 4.01 shall be (a) applied to such Class of the then remaining B Term Loans in such manner as the Borrower may determine and Loan Scheduled Repayments (bI) applied first, to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the then remaining amortization payments principal amounts of B Term Loan Scheduled Repayments required to be made on or after the date of such prepayment and prior to the twelve month anniversary of such prepayment after giving effect to all prior reductions thereto and (II) second, to the extent in excess of the amounts required to be applied pursuant to the preceding clause (I), to reduce pro rata the then remaining principal amounts of B Term Loan Scheduled Repayments after giving effect to all prior reductions thereto;
(vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon three Business Days' written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (vi), the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) the consents required by Section 2.5(b13.12(b) or in connection with the terms of any Other Term Loans entitled repayment pursuant to such prepayment. At this clause (vi) have been obtained; and
(vii) at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or the prepayment of Revolving Credit Loan Loans of a Defaulting Lender.
Appears in 1 contract
Voluntary Prepayments. The (i) Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part part, at any time, and from time to time on the following terms and conditions:
: (aA) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office least three Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay such Loans, the aggregate principal amount of the prepayment, the amount Types of such prepayment Loans to be prepaid and (in the case of LIBOR Loans) event that there are outstanding LIBO Rate Loans with different Interest Periods, the specific Borrowing(sLIBO Rate Loan(s) pursuant to which made, be prepaid (which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and Administrative Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders); (bB) each partial such prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 (or an integral multiple of $100,000 in excess thereof) with respect to Loans, unless the remaining aggregate principal amount is to be prepaid in full, in which case such prepayment shall be in an aggregate principal amount equal to the entire remaining aggregate principal amount; provided that no partial prepayment (C) prepayments of LIBOR Term Loans or LIBOR Revolving Credit Loans a LIBO Rate Loan may only be made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 2.8(b) on any day other than the last day of an Interest Period applicable thereto thereto, unless Borrower pays Liquidation Costs and Hedge Fix Fees incurred in connection with a prepayment made on a date other than the last day of the Interest Period applicable thereto; and (D) such prepayment shall be subject applied to compliance by the remaining installments of principal of such Loans in inverse order of maturity.
(ii) Borrower with shall have the applicable provisions right to prepay the LC Loans, without premium or penalty, in whole or in part, at any time, and from time to time on the following terms and conditions: (A) Borrower shall give Administrative Agent at least three Banking Days’ prior written notice of Section 2.12. Each its intent to prepay such notice shall specify LC Loans, the date and aggregate principal amount of such prepayment and the Class(es) and Type(s) prepayment, the Types of LC Loans to be prepaid. If such notice is given by prepaid and in the Borrowerevent that there are outstanding LIBO Rate Loans with different Interest Periods, the Borrower specific LIBO Rate Loan(s) to be prepaid (which notice Administrative Agent shall make promptly transmit to each of the applicable Lenders); (B) such prepayment and the payment amount specified in such notice shall be due and payable on in an aggregate principal amount of at least $100,000 (or an integral multiple of $50,000 in excess thereof) with respect to LC Loans, unless the date specified therein; provided that the Borrower may rescind any such notice if remaining aggregate principal amount is to be prepaid in full, in which case such prepayment would have resulted from shall be in an aggregate principal amount equal to the entire remaining aggregate principal amount; (C) prepayments of a refinancing of all of the then outstanding Loans, which refinancing shall not LIBO Rate Loan may only be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans made pursuant to this Section 5.1 2.8(b) on the last day of an Interest Period applicable thereto, unless Borrower pays Liquidation Costs incurred in connection with a prepayment made on a date other than the last day of the Interest Period applicable thereto; and (D) such prepayment shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms installments of principal of any Other Term LC Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan inverse order of a Defaulting Lendermaturity.
Appears in 1 contract
Voluntary Prepayments. The (i) At any time and from time to time, the Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each casemay, without premium or penalty (but subject to compliance with the conditions set forth in this Section 2.202.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part from time to time on the following terms part; provided that (A) each such partial voluntary prepayment of any BSBY Rate Loan shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount and conditions:(B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount. DMFIRM #406105327 v12 116
(aii) To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall give notify the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentand, the amount of such prepayment and (in the case of LIBOR Loansa voluntary prepayment of any Swing Line Loan, the Swing Line Lender) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) one Business Day prior to or (iiA) on the date of prepayment, in the case of Revolving Credit Loans that are ABR Loansprepayment of Base Rate Borrowings, 10:00 a.m. on the same day as, or (B) at least three Business Days prior to the date of such prepayment and shall promptly be transmitted by prepayment, in the Administrative Agent to each case of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12BSBY Rate Loan. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of such prepayment and the Class(es) and Type(s) of Loans each Borrowing or portion thereof to be prepaid. If such notice is , and may be given by the Borrowertelephone or in writing (and, the Borrower if given by telephone, shall make such prepayment and the payment amount specified promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that a notice of prepayment of any Borrowing pursuant to Section 2.13(a)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrower may rescind any such (by notice if such prepayment would have resulted from a refinancing of all of to the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the time specified date of prepayment) if such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms condition is not satisfied. Promptly following receipt of any Other Term such notice (other than a notice relating solely to Swing Line Loans entitled to such prepaymentor Protective Advances), the Administrative Agent shall advise the Lenders of the details thereof. At the Borrower’s election in connection with any Each voluntary prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderBorrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their Pro Rata Shares.
Appears in 1 contract
Sources: Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Voluntary Prepayments. The Borrower Agent shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower Agent shall give the Administrative Agent at the Administrative AgentNotice Office prior to (A) 11:00 A.M. (New York City time) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay ABR Loans and (B) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice of its intent to prepay BSBYTerm SOFR Rate Loans, which notice (in each case) shall specify the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR BSBYTerm SOFR Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such BSBYTerm SOFR Rate Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Revolving Loans or Revolving Credit Loans pursuant to this Section 5.01 shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and integral multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit BSBYTerm SOFR Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of BSBYTerm SOFR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of BSBYTerm SOFR Rate Loans (and same shall automatically be converted into a Borrowing of ABR Loans) and any election of an Interest Period with respect thereto given by the Borrower Agent shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any subject to Section 2.14, each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. Any prepayment of a BSBYTerm SOFR Rate Loan on any day a date other than the last day Business Day of an the then current Interest Period applicable with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender2.03(g).
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than than
(i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon Noon (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as12:00 Noon (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Accellent Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.205.01(b)), in whole or in part from time to time on the following terms and conditions:
: (a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans a LIBOR Loans, 11:00 a.m. (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City Central time) one three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 11:00 a.m. on the same day as(Central time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 5.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 5.01 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Repayment Amounts, and/or any New Term Loan Repayment Amounts applicable to such Class Amounts, as the case may be, in such order as the Borrower may determine ordetermine.
(b) Notwithstanding the foregoing, if not in the event that all or any portion of the Term Loans is (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Loans directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Term Loans or the incurrence of any debt financing having an effective interest cost or weighted average yield that is less than the effective interest cost or weighted average yield of the Term Loans (or portion thereof) so specified repaid, prepaid, refinanced, replaced or repriced (a “Repricing Transaction”)) occurring on or prior to the time six-month anniversary of the 2013 Refinancing2015 Amendment Effective Date, such voluntary repayment, prepayment, ratably in direct order of maturity to the remaining amortization payments required to refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Term Loans held by the Borrower any Lender is repaid, prepaid, refinanced or replaced pursuant to Section 2.5(b5.10, a “yank-a-bank” or similar provision in the Credit Documents as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election otherwise in connection with any prepayment pursuant to this Section 5.1a Repricing Transaction), such prepayment shall not repayment, prepayment, refinancing or replacement will be applied to any Term Loan made at 101.0% of the principal amount so repaid, prepaid, refinanced is replaced or Revolving Credit Loan of a Defaulting Lenderrepriced.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.205.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower Parent shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Parent (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Parent shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Parent in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Parent (by written notice to the Administrative Agent on or prior to the time of specified effective date) if such voluntary prepayment, ratably in direct order of maturity condition is not satisfied.
(b) Notwithstanding anything to the remaining amortization payments required to be made by contrary contained in this Agreement:
(i) (x) in the Borrower pursuant to Section 2.5(b) or the terms event of any Other optional prepayments of the Term Loans entitled to such prepayment. At incurred on the Borrower’s election in connection with any prepayment Closing Date made pursuant to this Section 5.15.01, (y) in the event of mandatory prepayments of the Term Loans incurred on the Closing Date pursuant to Section 5.02(c) with cash proceeds of Indebtedness incurred by the Parent or any Restricted Subsidiary or (z) in connection with the removal of any Non-Consenting Lender who is a Lender of the Term Loans incurred on the Closing Date, in each case, prior to the first anniversary of the Closing Date, the Borrowers shall pay to the applicable Lenders with respect to such Term Loans a premium equal to 2% of the aggregate principal amount of the Term Loans so prepaid or required to be assigned;
(ii) (x) in the event of any optional prepayments of the Term Loans incurred on the Closing Date made pursuant to this Section 5.01, (y) in the event of mandatory prepayments of the Term Loans incurred on the Closing Date pursuant to Section 5.02(c) with cash proceeds of Indebtedness incurred by the Parent or any Restricted Subsidiary or (z) in connection with the removal of any Non-Consenting Lender who is a Lender of the Term Loans incurred on the Closing Date, in each case, on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, the Borrowers shall pay to the applicable Lenders with respect to such Term Loans a premium equal to 1% of the aggregate principal amount of the Term Loans so prepaid or required to be assigned; and
(iii) on or after the second anniversary of the Closing Date, no prepayment premium shall not be applied due in respect of the Term Loans.
(c) In the event (i) of a refusal by a Lender (such Lender, a “Non-Consenting Lender”) to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, Parent may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan or Revolving Credit Loan pursuant to this Section 5.01(c) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a Defaulting Lenderpro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Revolving Credit Swingline Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent and at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 10:00 a.m. (New York City time) one Business Day prior to to, or (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day as(New York City time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided 1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, PROVIDED that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Tranche A-3 Repayment Amounts applicable to such Class or Tranche B-2 Repayment Amounts, as the case may be, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s 's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Revolving Loans, any of the Term Loans and Revolving Credit Loansor the Swing Line Loans in any combination, in each casewhole or in part, from time to time, without premium or penalty (but subject to except as set forth in Section 2.20), in whole or in part from time to time 4.5(c) and Section 4.5(e) on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in to the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Administrative Agent by 12:00 noon p.m. (New York City time) at least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior to or (ii) in the case of Revolving Credit Base Rate Loans that are ABR Loans, 10:00 a.m. on the same day as, to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least $5,000,000 and each partial prepayment of a multiple of $100,000 and Swing Line Loan shall be in an aggregate principal amount of at least $1,000,000500,000; provided provided, that no any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce that reduces the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto shall be subject to the ante-penultimate sentence of Section 4.5(a)(i); (iii) Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be thereto, or subject to compliance by the Borrower Section 3.5 on any other day; (iv) except as may otherwise be set forth in any Refinancing Amendment, New Extension Offer or Incremental Amendment in accordance with the applicable provisions terms of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerSections 2.13, 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans2,14 or 2.15, which refinancing shall not be consummated or shall otherwise be delayed. Each respectively, each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing; provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (v) each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
(c) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Unmatured Event of Default or Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans or Swing Line Loans are used for this purpose, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) on the following basis:
(i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 4.3(c); provided that the Borrower shall not initiate any action under this Section 4.3(c) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or Revolving Credit at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers.
(A) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Defaulting Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Lender of Term Loans and/or (y) so long as the Borrower Offer of Discounted Loan Prepayment is only being made to such Class of Term Loans, each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).
(B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the Borrower Offer of Specified Discount Prepayment.
(C) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this subsection (ii) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (A) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below).
(A) Subject to the proviso to subsection (i) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender of Term Loans and/or (y) so long as the Borrower Solicitation of Discount Range Prepayment Offer is only being made to such Class of Term Loans, each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offers pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.
(B) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, may be repaid in each case, whole or in part without premium or penalty (but subject to Section 2.20)except, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans other than Base Rate Loans) the specific Borrowing(s) , amounts payable pursuant to which made, which notice shall be given by the Borrower no later than Section 3.05); provided that:
(i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Swing Line Loans), (A) notice thereof must be received by 12:00 noon by the Administrative Agent at least (New York City time1) one Business Day prior to the date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) three Business Days prior to the date of prepayment of Eurocurrency Rate Loans denominated in Euros, (3) four Business Days prior to the date of prepayment of Eurocurrency Rate Loans denominated in other Available Foreign Currencies, and (4) on the Business Day prior to the date of prepayment of Base Rate Loans, and (B) any such prepayment shall be in the Minimum Principal Amount or the entire principal amount thereof, if less;
(ii) (A) in the case of Revolving Credit Loans that are ABR Dollar Denominated Swing Line Loans, 10:00 a.m. (1) notice thereof must be received by 2:00 p.m. by the applicable Swing Line Lender on the same day as, the date of prepayment (with a copy to the Administrative Agent) and (2) any such prepayment prepayments shall be in the same minimum principal amount as for advances thereof (or any lesser amount as may be acceptable to the applicable Swing Line Lender), and shall promptly (B) in the case of Foreign Currency Swing Line Loans, notice thereof must be transmitted received by 2:00 p.m. by the applicable Swing Line Lender on the Business Day prior to the date of prepayment (with a copy to the Administrative Agent Agent) and (2) any such prepayments shall be in the same minimum principal amount as for advances thereof (or any lesser amount as may be acceptable to each of the relevant Lendersapplicable Swing Line Lender); and
(biii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit voluntary prepayments on the Loans shall be applied as set forth in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.122.06(c)(i). Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of such prepayment and the Class(es) Loans and Type(s) Types of Loans which are to be prepaid. If such The Administrative Agent will give prompt notice is given by to the Borrower, applicable Lenders of any prepayment on the Borrower shall make such prepayment Loans and the payment amount specified in such notice Lender’s interest therein. Prepayments of Eurocurrency Rate Loans hereunder shall be due accompanied by accrued interest thereon and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orbreakage amounts, if not so specified on or prior to the time of such voluntary prepaymentany, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to under Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender3.05.
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Sources: Credit Agreement (Fresenius Kabi Pharmaceuticals Holding, Inc.)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(e)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO RateSOFR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no (x) prior to 12:00 Noon (New York City time) (or such later than period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (i1) Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three (3) Business Day Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO RateSOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBO RateSOFR Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBO RateSOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Amount, then if such Borrowing is a Borrowing of LIBO RateSOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (a) applied to such Class of Term Loans in such manner as directed by the Borrower may determine and (bin the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or, the Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12 or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12, so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election 13.12 in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.15.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).
(c) The Borrower shall have the right at any time and from time to time to prepay, such without premium or penalty, any Revolving Borrowing, in whole or in part, subject to the requirements of Sections 5.02(l) and (m); provided that each partial prepayment shall not be applied to any Term Loan or Revolving Credit Loan in an amount that is an integral multiple of a Defaulting Lender$100,000.
Appears in 1 contract
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part part, at any time and from time to time on the following terms and conditions:
(ai) the such Borrower shall give the Administrative Paying Agent at the Administrative Agent’s Notice Office written notice (or telephonic notice promptly confirmed in writing) of (1) its intent to make prepay such prepaymentLoans, (2) whether Tranche I Term Loans, Tranche II Term Loans, Dollar Revolving Loans, Alternate Currency Revolving Loans or Swingline Loans shall be prepaid, (3) the amount of such prepayment and the Types of Loans to be prepaid and (4) in the case of LIBOR Loans) Euro Rate Loans , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which . Such notice shall be given by such Borrower prior to 12:00 Noon (local time where the Borrower no later than respective Payment Office is located) (ix) at least one Business Day prior to the date of such prepayment in the case of Term Loans, Dollar Revolving Loans maintained as Base Rate Loans or Canadian Dollar Revolving Credit Loans maintained as Canadian Prime Rate Loans, (other than Revolving Credit y) on the date of such prepayment in the case of Swingline Loans that are ABR Loans), 12:00 noon and (New York City timez) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and in the case of Loans maintained as Euro Rate Loans, which notice (except in the case of Swingline Loans) the Paying Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant Lenders; Lenders with Loans of the respective Tranche and Type;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; equal to the Minimum Borrowing Amount for the applicable Tranche and Type of Loans, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Euro Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Euro Rate Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for LIBOR Term such Tranche and Type of Loans, then such Borrowing (x) in the case of Dollar Loans, may not be continued as a Borrowing of Euro Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by have no force or effect and (y) in the Borrower with the applicable provisions case of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerAlternate Currency Revolving Loans, 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 the Borrower may rescind any repaid in full at such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.time;
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, including Term Loans, other than as set forth in each caseSection 5.1(b), without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(a1) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR LIBORSOFR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one (i) in the case of LIBORSOFR Loans, three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b2) each partial prepayment of (i) any Borrowing of Term Loans or Revolving Credit LIBORSOFR Loans shall be in a multiple minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 and in an aggregate principal amount of at least $1,000,000; excess thereof, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBORSOFR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit LIBORSOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit such LIBORSOFR Loans; , and (c3) in the case of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBORSOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall make set forth in reasonable detail the basis for requesting such prepayment and amount), pay to the payment amount specified in Administrative Agent for the account of such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind Lender any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedamounts required pursuant to Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the Borrower may specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans in such manner as the Borrower may determine specify and (b) applied to reduce Initial Term Loan Repayment Amounts applicable Amounts, any New Term Loan Repayment Amounts, and, subject to such Class Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentspecify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
(b) In the event that, on or prior to the six-month anniversary of the Amendment No. 4 Effective Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Initial Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Initial Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 1 contract
Sources: Term Loan Credit Agreement (Interior Logic Group Holdings, LLC)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay any Class of the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but except as provided below in Section 4.01(c) and subject to Section 2.202.11), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 2:30 P.M. (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay Base Rate Loans and (B) at least three Business Days’ prior written notice of its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment, the amount date of such prepayment (which shall be a Business Day) and (the Types of Term Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall, promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing a Class of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Class of Term Loans or LIBOR Revolving Credit made pursuant to a Borrowing shall be applied pro rata among such Term Loans; and (civ) any each prepayment of LIBOR any Class of Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto 4.01(a) shall be subject applied to compliance reduce the then remaining Scheduled Repayments thereof as directed by the Borrower or, absent such direction, in direct order of maturity thereof.
(b) In the event of refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans respect to be prepaid. If such notice is given this Agreement which have been approved by the BorrowerRequired Lenders as (and to the extent) provided in Section 12.12(b), the Borrower shall make have the right, upon five Business Days’ prior written notice by the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) and terminate all Commitments of such Lender in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment and of Term Loans of any Class pursuant to this Section 4.01(b) shall reduce the payment amount specified in such notice shall be due and payable then remaining Scheduled Repayments on a pro rata basis (based on the date specified therein; provided that then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto).
(c) [Reserved].
(d) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 2.11, rescind any such notice of prepayment pursuant to Section 4.01(a) or (b) if such prepayment would have resulted from a refinancing of all or any portion of the then outstanding Loansapplicable Class, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, may be repaid in each case, whole or in part without premium or penalty (but subject to Section 2.20)except, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans other than Base Rate Loans) the specific Borrowing(s) , amounts payable pursuant to which made, which notice shall be given by the Borrower no later than Section 3.05)); provided that: (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Swingline Loans), notice thereof must be received by 12:00 noon p.m. by the Administrative Agent (New York City timeA) one at least three Business Day Days prior to or the date of prepayment, in the case of Term SOFR Loans, (B) on the date of prepayment, in the case of Base Rate Loans and (C) at least three Business Days prior to the date of prepayment, in the case of Alternative Currency Loans, and in each case, any such prepayment shall be a minimum principal amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof, in the case of Term SOFR Loans and Alternative Currency Loans and $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; (ii) in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. (A) notice thereof must be received by the Swingline Lender by 1:00 p.m. on the same day as, the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate the same minimum principal amounts as for advances thereof (or any lesser amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant may be acceptable to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12Swingline Lender). Each such notice of voluntary prepayment hereunder shall be irrevocable (provided that the notice may be conditional upon any refinancing or other conditional event and may be rescinded by the Borrower if such refinancing or other conditional event shall not be consummated or is otherwise delayed) and shall specify the date and amount of such prepayment and the Class(es) Class and Type(s) of Loans that are being prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (aInterest Period(s) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentLoans. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.The 87 1010279941v18
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three (3) Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (a) applied to such Class of Term Loans in such manner as directed by the Borrower may determine and (bin the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans Loans, Acquisition Term Loans, and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans incurred by it in whole or in part from time to time time, without premium or penalty (except for LIBOR Loans breakage costs, if any) on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, prepay the Loans and the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which they were made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; Banks;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000100,000 and integral multiples of $100,000 in excess of that amount; provided PROVIDED that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Amount; (iii) LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date thereto; and amount of such prepayment and the Class(es(iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of any Term Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied PRO RATA to such Class of the A Term Loans in and B Term Loans. Voluntary prepayments of Loans under the A Term Portion of the Loan Facility shall be applied without penalty or premium except for LIBOR breakage costs, if any, to the prepayment of the outstanding principal amount of A Term Loans PRO RATA to all remaining Scheduled A Term Loans Principal Payments such manner as that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount equal to the Borrower may determine product of (A) such payment and (bB) a fraction of which the numerator is equal to the amount of such Scheduled A Term Loans Principal Payment then remaining and the denominator is equal to the amount of all Scheduled A Term Loans Principal Payments remaining. Voluntary prepayments of Loans under the B Term Portion of the Loan Facility shall be applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orwithout penalty or premium except for LIBOR breakage costs, if not so specified on or prior any, to the time prepayment of the outstanding principal amount of B Term Loans PRO RATA to all remaining Scheduled B Term Loans Principal Payments such that each Scheduled B Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such voluntary prepayment, ratably in direct order of maturity Scheduled B Term Loans Principal Payment then remaining and the denominator is equal to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms amount of any Other all Scheduled B Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderPrincipal Payments remaining.
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), Loans in whole or in part from time to time time, without premium or penalty, on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s 's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment and (and, in the case of LIBOR Reserve Adjusted Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 aggregate principal amount of at least $1,000,000500,000 and integral multiples of $100,000 in excess of that amount; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof) shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit LoansAmount; and (ciii) any prepayment of LIBOR Term Reserve Adjusted Eurodollar Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 3.01 on any day other than the last day of an Interest Period applicable thereto thereto. Voluntary prepayments of Term Loans shall be subject applied to compliance the prepayment of the outstanding principal amount of Term Loans pro rata between the A Term Loans and the B Term Loans. Voluntary prepayments of Loans under the A Term Loan Facility shall be applied to the prepayment of the outstanding principal amount of A Term Loans pro rata to all remaining Scheduled A Term Loans Principal Payments such that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount equal to the Borrower with product of (A) such payment and (B) a fraction of which the applicable provisions of Section 2.12. Each such notice shall specify numerator is equal to the date and amount of such prepayment Scheduled A Term Loans Principal Payment then remaining and the Class(es) and Type(s) denominator is equal to the amount of all Scheduled A Term Loans Principal Payments remaining. Voluntary prepayments of Loans to be prepaid. If such notice is given by under 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce B Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment Facility shall not be applied to any the prepayment of the outstanding principal amount of B Term Loan or Revolving Credit Loan Loans pro rata to all remaining Scheduled B Term Loans Principal Payments such that each Scheduled B Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a Defaulting Lenderfraction of which the numerator is equal to the amount of such Scheduled B Term Loans Principal Payment then remaining and the denominator is equal to the amount of all Scheduled B Term Loans Principal Payments remaining.
Appears in 1 contract
Sources: Credit Agreement (Carson Inc)
Voluntary Prepayments. The Borrower shall have Borrowers may, upon providing an Optional Prepayment Notice to the right Administrative Agent, at any time or from time to time, voluntarily prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
without premium or penalty except as set forth in Sections 2.05(a)(iii) below; provided that (a1) the Borrower shall give such notice must be received by the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no not later than (iA) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon p.m. (New York City time) one three Business Day Days prior to any date of prepayment of Eurocurrency Rate Loan or Alternative Currency Loans and (iiB) in the case of Revolving Credit Loans that are ABR Loans, 10:00 11:00 a.m. (New York City time) on the same day as, the date of prepayment of Base Rate Loans (or such prepayment and shall promptly be transmitted by shorter period as the Administrative Agent to each of the relevant Lendersshall agree); (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c2) any prepayment of LIBOR Term Eurocurrency Rate Loans or LIBOR Revolving Credit Alternative Currency Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by (x) in a principal amount of $3,000,000 (or the Borrower with equivalent Dollar Amount), or (y) a whole multiple of $1,000,000 (or the applicable provisions equivalent Dollar Amount) in excess thereof; and (3) any prepayment of Section 2.12Base Rate Loans shall be (x) in a principal amount of $1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Optional Prepayment Notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans or Alternative Currency Loans and Eurocurrency Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or Alternative Currency Daily Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans and Alternative Currency Term Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Lender of its receipt of each such Optional Prepayment Notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s ratable share of the relevant Facility). If such notice Optional Prepayment Notice is given by the BorrowerBorrowers, subject to clause (ii) below, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice Optional Prepayment Notice shall be due and payable on the date specified therein; provided that the Borrower may rescind . Any prepayment of a Eurocurrency Rate Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest thereon, together with any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayedadditional amounts required pursuant to Section 2.05(a)(iii) and Section 3.06. Each prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in respect an Alternative Currency, shall be made in the relevant Alternative Currency. Subject to Section 2.17, each prepayment of outstanding Term Loans Loan Tranches pursuant to this Section 5.1 2.05(a) shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable Tranche or Term Loan Tranches designated on such Optional Prepayment Notice on a pro rata basis among the Term Lenders within such Term Loan Tranche. Subject to such Class in such order as the Borrower may determine orSection 2.17, if not so specified on or prior each prepayment of an outstanding Term Loan Tranche pursuant to the time of such voluntary prepayment, ratably in direct order of maturity this Section 2.05(a) shall be applied to the remaining amortization payments required to be made of such Term Loan Tranche as directed by the Borrower pursuant Borrowers (or, if the Borrowers have not made such designation, in direct order of maturity), but, in any event, on a pro rata basis to Section 2.5(b) or the terms of any Other Term Loans entitled to Lenders within such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting LenderTranche.
Appears in 1 contract
Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the such Borrower shall give the Administrative Agent at the Administrative Agent’s Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 3:00 P.M. (New York time) on such Business Day) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether A Term Loans, B Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (prepayment, the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) and, in the case of any voluntary prepayment of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of whether or not such prepayment and shall promptly is to be transmitted made with Net Equity Proceeds received by Silgan from the sale or issuance of its capital stock or with the Retained Excess Cash Flow Amount, which notice the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided 1,000,000 (or $250,000 in the case of Swingline Loans), provided, that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable thereafter with respect thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the such 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated no force or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.effect;
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have may prepay the right Base Rate Loans upon not less than one (1) Business Day's prior notice to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at (which shall promptly notify the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which madeLenders), which notice shall specify the prepayment date (which shall be given by a Business Day) and the Borrower no later than amount of the prepayment (i) in which shall be at least $100,000 or the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. remaining aggregate principal balance outstanding on the same day as, the date of such prepayment Notes) and shall promptly be transmitted irrevocable and effective only upon receipt by the Administrative Agent. The Borrower may prepay LIBOR Loans (except that prior notice to the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 not less than three (3) Business Days for LIBOR Loans) and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment addition such prepayments of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions terms of Section 2.12. Each such notice shall specify the date 5.05 and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of in an amount equal to all of the then outstanding LoansLIBOR Loans for the Interest Period prepaid provided that interest on the principal prepaid, which refinancing shall not be consummated or shall otherwise be delayed. Each accrued to the prepayment in respect of Term Loans pursuant to this Section 5.1 date, shall be (a) applied to such Class of Term Loans in such manner as paid on the prepayment date. The Borrower may determine and prepay Tranche B Loans upon not less than thirty (b30) applied days notice to reduce Term Loan Repayment Amounts applicable to the Administrative Agent (which shall promptly notify the Tranche B Lenders); provided, however, that no such Class in such order as prepayment may be made on or before June 30, 2003, without the Borrower may determine or, if not so specified on prior written consent of the Tranche B Majority Lenders. At or prior to the time of such voluntary prepayment, ratably the Tranche A Lenders will, in direct order their sole and absolute discretion, have the right to make an immediate redetermination of maturity to the remaining amortization payments required to Borrowing Base, and no such prepayment shall be made if, after giving effect thereto and to such redetermined Borrowing Base, a Borrowing Base Deficiency would exist. Any prepayment of Tranche B Loans hereunder shall automatically and without further notice or other action result in (i) a reduction of the Tranche B Aggregate Maximum Credit Amount by the Borrower amount of such prepayment (pro rata to each Tranche B Lender based on its Tranche B Percentage Share), and (ii) unless the Tranche A Aggregate Maximum Credit Amount has been sooner terminated pursuant to Section 2.5(b) or 2.03(b), an increase of the terms of any Other Term Loans entitled Tranche A Aggregate Maximum Credit Amount by an amount equal to such prepayment. At the Borrower’s election in connection with any prepayment pursuant (pro rata to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendereach Tranche A Lender based on its Tranche A Percentage Share).
Appears in 1 contract
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each casemade to such Borrower, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part part, at any time and from time to time on the following terms and conditions:
(ai) the such Borrower shall give the Administrative Agent at the Administrative Agent’s Notice Office written notice (or telephonic notice promptly confirmed in writing) of (1) its intent to make prepay such prepaymentLoans, (2) whether Dollar Revolving Loans, Alternate Currency Revolving Loans or Swingline Loans shall be prepaid, (3) the amount of such prepayment (stated in the Applicable Currency) and the Types of Loans to be prepaid and (4) in the case of LIBOR Euro Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which with such notice shall to be given by such Borrower prior to 12:00 Noon (local time where the Borrower no later than respective Payment Office is located) (ix) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Dollar Revolving Loans maintained as Base Rate Loans or Canadian Dollar Revolving Loans maintained as Canadian Prime Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and shall promptly (z) at least one Business Day prior to the date of such prepayment in the case of Loans maintained as Euro Rate Loans, and (except in the case of Swingline Loans) to be transmitted promptly by the Administrative Agent to each of the relevant Lenders; Lenders with Loans of the respective Tranche and Type;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; equal to the Minimum Borrowing Amount for the applicable Tranche and Type of Loans, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Euro Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Euro Rate Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for LIBOR Term such Tranche and Type of Loans, then such Borrowing (x) in the case of Dollar Revolving Loans, may not be continued as a Borrowing of Euro Rate Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day election of an Interest Period applicable with respect thereto shall be subject to compliance by have no force or effect and (y) in the Borrower with the applicable provisions case of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerAlternate Currency Revolving Loans, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on repaid in full at such time;
(iii) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each respective Bankers’ Acceptances;
(iv) each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be applied pro rata among such Loans, provided that (ax) applied so long as no Default or Event of Default is then in existence, at any time when the sum of the aggregate principal amount of Dollar Revolving Loans, Competitive Bid Loans (taking the Dollar Equivalent of the principal of any Alternate Currency Competitive Bid Loans), Swingline Loans and Dollar Letter of Credit Outstandings exceeds the Total Non-Alternate Currency Revolving Loan Sub-Commitment (with the amount of such excess being herein called the “Total Non-Alternate Currency Revolving Loan Sub-Commitment Excess”), the Corporation may, to the extent of such Class Total Non-Alternate Currency Revolving Loan Sub-Commitment Excess, make prepayments of Term principal of Dollar Revolving Loans in such manner to the Lenders which have, or have Affiliates that have, Alternate Currency Revolving Loan Sub-Commitments on the basis of their Alternate Currency RL Percentages as same relate to a given Alternate Currency Revolving Loan Sub-Tranche (with the respective Borrower may determine to designate the Borrowing or Borrowings, or portions thereof, being prepaid), with the intent of creating availability for subsequent Alternate Currency Revolving Loans under the respective Alternate Currency Revolving Loan Sub-Tranche and (by) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as at the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the respective Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01, such any prepayment in respect of Revolving Loans shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.; and
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof a given Tranche, without premium or penalty (but subject to other than as provided in Section 2.205.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (ix) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 or such lesser amount as is acceptable to the Administrative Agent, provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit LIBO Rate Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day Term Loans of an Interest Period applicable thereto a given Tranche made pursuant to a Borrowing shall be subject applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with a Term Loan Extension Amendment; and (iv) each prepayment of principal of Initial Term Loans and Incremental Term Loans of a given Tranche pursuant to compliance this Section 5.01(a) shall be applied as directed by the Borrower with in the applicable provisions notice of prepayment delivered pursuant to this Section 2.125.01(a) or, if no such direction is given, to reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans in direct order of maturity. Each such notice shall specify Notwithstanding anything to the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowercontrary contained in this Agreement, 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 the Borrower may rescind any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment would have resulted from in a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall and Commitments of a given Tranche, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be (a) applied to such Class of Term Loans in such manner as revoked by the Borrower may determine and (b) applied by written notice to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(b) At the time of such voluntary prepayment, ratably in direct order the effectiveness of maturity any Repricing Transaction that is consummated prior to the remaining amortization payments required date that is twelve months after the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans that are repaid or prepaid (and/or converted) pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a non-consenting Lender under Section 3.04), a fee in an amount equal to 1.00% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted) by Borrower in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction of the type described in clause (2) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding with respect to the Borrower on such date that are subject to an effective reduction of the Applicable Margin pursuant to such Repricing Transaction. Such fees shall be made due and payable upon the date of the effectiveness of such Repricing Transaction.
(c) In the event (i) of a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (I) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (c), the Revolving Loan Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 2.5(b4.02(b) (at which time Schedule 2.01 shall be deemed modified to reflect the changed Revolving Loan Commitments), (II) such Lender’s RL Percentage of all outstanding Letters of Credit is, unless re-allocated to another Lender or Lenders in accordance with the terms of any Other Term Loans entitled this Agreement, as the case may be, cash collateralized in a manner satisfactory to such prepayment. At the Borrower’s election Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (c) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(c) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 1 contract
Sources: Credit Agreement (OCI Partners LP)
Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit any of their Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part part, without premium or penalty, from time to time on the following terms and conditions:
(a) the Borrower Borrowers shall give the Domestic Administrative Agent (in the case of Domestic Revolving Loans) and the Canadian Administrative Agent (in the case of Canadian Revolving Loans) at the Administrative Agent’s its respective Notice Office written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writingwriting if so requested by such Administrative Agent) of its their intent to make prepay such prepaymentLoans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans or CDOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given received by the Borrower no later than applicable Administrative Agent by
(i) 12:00 noon (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of Term any prepayment of Eurodollar Loans or Revolving Credit Loans CDOR Loans, or
(other than Revolving Credit Loans that are ABR Loans), ii) 12:00 noon (New York City timelocal time at the Notice Office) one Business Day day prior to or (ii) the date of such prepayment, in the case of Revolving Credit any prepayment of Domestic Prime Rate Loans that are ABR or Canadian Prime Rate Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall promptly be transmitted by the such Administrative Agent to each of the relevant affected Lenders; ;
(b) in the case of prepayment of any Borrowings under the Domestic Revolving Facility, each partial prepayment of any such Borrowing of Term Loans or Revolving Credit Loans shall be in a an aggregate principal of at least $500,000 or an integral multiple of $100,000 in excess thereof, in the case of Domestic Prime Rate Loans, and at least $2,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans;
(c) in the case of prepayment of any Borrowings under the Swing Line Revolving Facility, each partial prepayment of any such Borrowing shall be in an aggregate principal amount of at least $1,000,000500,000 or an integral multiple of $100,000 in excess thereof;
(d) in the case of prepayment of any Borrowings under the Canadian Revolving Facility, each partial prepayment of any such Borrowing shall be in an aggregate principal of at least CDN$500,000 or an integral multiple of CDN$100,000 in excess thereof, in the case of Canadian Prime Rate Loans, at least CDN$2,000,000 or an integral multiple of CDN$1,000,000 in excess thereof, in the case of CDOR Loans; provided that at least $500,000 or an integral multiple of $100,000 in excess thereof, in the case of Domestic Prime Rate Loans, and at least $2,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans;
(e) no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit any Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of such Loans outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto;
(f) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(g) each prepayment of Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit CDOR Loans pursuant to this Section 5.1 section 7.1 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance accompanied by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 any amounts payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lenderthereof under section 2.11.
Appears in 1 contract
Sources: Credit Agreement (Genlyte Group Inc)
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment, whether such prepayment shall be applied to A Term Loans, B Term Loans or Revolving Credit Loans, and (in the case of LIBOR Eurodollar Term Loans and Eurodollar Revolving Credit Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 Noon (New York time) (i) at least one Business Day prior to the date of such prepayment in the case of Term Loans or and Revolving Credit Loans (other than Revolving Credit maintained as ABR Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or and (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, at least three Business Days prior to the date of such prepayment in the case of Term Loans and Revolving Loans maintained as Eurodollar Loans, and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans; and (c) any prepayment of LIBOR Eurodollar Term Loans or LIBOR Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of Term Loans of a Facility pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan the Repayment Amounts applicable to of such Class Facility in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepaymentdetermine. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at the Administrative AgentNotice Office (x) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and (the Types of Term Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans or LIBOR Revolving Credit made pursuant to a Borrowing shall be applied pro rata among such Term Loans; and (civ) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 5.01(a) shall be reduce the then remaining Scheduled Repayments on a pro rata basis (a) applied based upon the then remaining principal amount of each such Scheduled Repayment after giving effect to such Class of Term Loans in such manner as the Borrower may determine and all prior reductions thereto).
(b) applied In the event of a refusal by a Lender to reduce consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, at any time after the Borrowing Date, upon two Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Term Loan Repayment Amounts applicable Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Class Lender in such order accordance with, and subject to the requirements of, said Section 13.12(b) so long as the Borrower may determine orconsents, if not so specified on or prior to the time of such voluntary prepaymentany, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any the repayment pursuant to this clause (b) have been obtained. Each prepayment of the Term Loans pursuant to this Section 5.1, 5.01(b) shall reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such prepayment shall not be applied Scheduled Repayment after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 1 contract
Sources: Credit Agreement (United Online Inc)
Voluntary Prepayments. The (1) Any time and from time to time, the Borrower shall have the right to may prepay Term any Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), on any Business Day in whole or in part from time (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to time the related Applicable Integral Multiple; provided that: (x) unless the Loan will be paid in full as a result of such Voluntary Prepayment, no Default or Event of Default has occurred and is continuing or would result therefrom; and (y) suf f icient amounts are on deposit in the following terms and conditions:Principal Collection Account in the relevant Specified Currencies to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Make-Whole Amount).
(a2) the Borrower All such prepayments shall give be made, upon not less than three Business Days (or such shorter time period agreed to by the Administrative Agent at the Administrative Agent’s Office in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writingadvance of the proposed Voluntary 61 Prepayment date, in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon p.m. (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day asdate required and, the date if given by telephone, promptly conf irmed by delivery of such prepayment and shall promptly be transmitted by written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender). Each notice of a Voluntary Prepayment shall specify the relevant Lenders; principal amount to be prepaid and the related prepayment date (b) each partial prepayment which shall be a Business Day). Upon the giving of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate such notice, the principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term the Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified specif ied in such notice shall be become due and payable on the prepayment date specified specif ied therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (New Mountain Guardian III BDC, L.L.C.)
Voluntary Prepayments. (a) The Borrower shall have the right to --------------------- prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative Agent’s Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to make prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or $100,000 in the case of Swingline Loans), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any -------- Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among --- ---- such Revolving Loans, provided that at the Borrowers' election in connection -------- with any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01(a), such prepayment shall not not, so long as no Default or Event of Default then exists, be applied to any Term Loan or the prepayment of Revolving Credit Loan Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.
Appears in 1 contract
Sources: Credit Agreement (Waters Corp /De/)
Voluntary Prepayments. (a) The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (Eastern time) at the Administrative Agent’s its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks;
(ii) each prepayment shall be given by the Borrower no later than in an aggregate principal amount of at least (ix) $1,000,000 in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (iiy) $100,000 in the case of Revolving Credit Loans that are ABR Swingline Loans, 10:00 a.m. on the same day asand, the date in each case, if greater, in integral multiples of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each $100,000, provided that if any partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loans; and effect;
(ciii) any prepayment prepayments of LIBOR Term Eurodollar Loans or LIBOR Revolving Credit Loans made pursuant to this Section 5.1 4.01(a) may only be made on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of unless such prepayment is accompanied by any breakage costs and the Class(esany other amounts due such Bank in accordance with Section 1.11;
(iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that, at the Borrower's election, in connection with any prepayment of Revolving Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.14.01(a), such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting LenderBank; and
(v) each voluntary prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments pro rata based upon the then remaining amount of each Scheduled Repayment after giving effect to all prior reductions thereto.
(b) In the event of a refusal by a Bank to consent to one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Section 13.12(b), the Borrower may, upon 5 Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (i) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (b) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (ii) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans and Revolving Credit Loans, in each caseof any Tranche, without premium or penalty (but subject to other than as provided in Section 2.204.01(b)), in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Lead Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) (“Notice of Prepayment”) of its intent to make such prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment and (shall apply to reduce the Scheduled Repayments and, in the case of LIBOR LIBO Rate Term Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by Lead Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the Borrower no later than (i) date of such prepayment in the case of Term Loans or Revolving Credit maintained as Base Rate Term Loans and (other than Revolving Credit Loans that are ABR Loans), y) prior to 12:00 noon Noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 5.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that no if any partial prepayment of LIBOR LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR principal amount of LIBO Rate Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Amount, then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) any each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 5.01(a) in respect of any day other than the last day of an Interest Period applicable thereto Term Loans made pursuant to a Borrowing shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each applied pro rata among such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 thereinTerm Loans; provided that the Borrower it is understood and agreed that this clause (iii) may rescind any such notice if such be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect principal of Term Loans of a given Tranche pursuant to this Section 5.1 5.01(a) shall be (aapplied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the time specified effective date) if such condition is not satisfied.
(b) In the event (i) of a refusal by a Lender to consent to proposed changed, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such voluntary prepaymentLender, ratably together with accrued and unpaid interest, Fees and other amounts owing to such Lender in direct order of maturity accordance with, and subject to the remaining amortization payments required to be made by requirements of, Section 13.12(b), so long as, in the Borrower case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 2.5(b13.12(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any prepayment Term Loan pursuant to this Section 5.1, such prepayment 5.01(b) shall not be applied reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to any Term Loan or Revolving Credit Loan of a Defaulting Lenderall prior reductions thereto).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (VERRA MOBILITY Corp)
Voluntary Prepayments. The (a) Subject to Section 4.01(c) below, the Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Administrative AgentNotice Office (A) at least one Business Day’s Office prior written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay Base Rate Loans and (B) at least three Business Days’ prior written notice (for telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and (the Classes and Types of Loans to be prepaid and, in the case of LIBOR Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; ;
(bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans pursuant to this Section 4.01(a) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial 1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case);
(iii) each prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on 4.01(a) in respect of any day other than the last day Class of an Interest Period applicable thereto Term Loans shall be subject applied pro rata among such Term Loans in such Class; and
(iv) each prepayment of Term Loans of any Class pursuant to compliance this Section 4.01(a) shall reduce the then remaining Scheduled Term Loan Repayments of such Class on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto) and shall be applied in direct order of maturity of the remaining Scheduled Term Loan Repayments of such Term Loans.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Borrower with Required Lenders as (and to the applicable provisions of extent) provided in Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrower11.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 4.01(c)), together with accrued and unpaid interest, Fees and all other amounts then outstanding Loansowing to such Lender (including all amounts, which refinancing if any, owing pursuant to Section 2.13), in accordance with, and subject to the requirements of, said Section 11.12(b), so long as the consents, if any, required by Section 11.12(b) in connection with the repayment pursuant to this clause (b) shall not be consummated or shall otherwise be delayedhave been obtained. Each prepayment in respect of Term Loans pursuant to this Section 5.1 4.01(b) shall be reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (a) applied to based upon the then remaining principal amount of each such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Scheduled Term Loan Repayment Amounts applicable after giving effect to such Class in such order as all prior reductions thereto).
(c) In the event all or any portion of the Initial Term Loans are prepaid (other than pursuant to Section 4.02 (other than Section 4.02(c) and Section 4.02(g)) or the Borrower may determine orreplaces all outstanding Initial Term Loans with Replacement Term Loans pursuant to Section 11.12(d), if not so specified on or in each case, prior to the time date that is four years following the Borrowing Date, the relevant prepayments will be made at:
(i) 100% of the amount prepaid or replaced plus
(ii) (A) if such voluntary prepayment, ratably in direct order of maturity prepayment or replacement occurs prior to the remaining amortization payments required to be made by date that is one year following the Borrower pursuant to Section 2.5(b) Borrowing Date, 6.00% of the principal amount prepaid or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.replaced,
Appears in 1 contract
Sources: New First Lien Loan Agreement
Voluntary Prepayments. The (a) Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(ai) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Administrative Agent by 12:00 noon (New York City time) (x) on the date of prepayment with respect to Swing Line Loans, (y) at least one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment with respect to Revolving Loans or Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $250,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto; (iii) Eurodollar Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date 3.5; and amount of such prepayment and the Class(es(iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata Share of all Revolving Loans then outstanding. Voluntary prepayments of Term Loans shall be applied first to the Scheduled Term A Repayments and the Aggregate Scheduled Term B Repayments due within the 6 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied in proportional amounts equal to the Term A Percentage and Term B Percentage (in each case, after giving effect to the prepayments made to the Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments due within such 6 month period as specified above), as the case may be, of such remaining prepayment, if any, and within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments on a pro rata basis. Unless otherwise specified by Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurodollar Loans as Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent. Notwithstanding anything else in this Section 4.3(a) to the contrary, voluntary prepayments of Term Loans occurring during the Elevated Leverage Period shall be applied in proportional amounts equal to the Term A Percentage and Term B Percentage of such prepayment to the Term A Loans and Term B Loans, respectively, and within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments, as applicable, in inverse order of maturity.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 1 contract
Sources: Credit Agreement (TNS Inc)
Voluntary Prepayments. The Parent Borrower shall have the right to prepay Revolving Loans or Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject except for amounts payable to Section 2.201.11), in whole or in part part, from time to time on the following terms and conditions:
: (ai) the Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, specifying whether such prepaymentLoans are Tranche 1 Revolving Loans, Tranche 3 Revolving Loans, Tranche 1 Term Loans or Tranche 3 Term Loans, the amount of such prepayment and (in the case of LIBOR Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given received by the Borrower no later than Administrative Agent (ix) in the case of Term Loans or Revolving Credit Loans (other Base Rate Loans, no later than Revolving Credit Loans that are ABR Loans), 12:00 noon 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, or (iiy) in the case of Revolving Credit Loans that are ABR Eurodollar Loans, 10:00 a.m. on the same day as, at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; , provided that no partial prepayment of LIBOR Term any Loans or LIBOR Revolving Credit shall reduce the aggregate principal amount of the Loans outstanding under a single Tranche to an amount less than $1,000,000; (iii) each prepayment in respect of any Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit be applied pro rata among such Loans; (iv) prepayments of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 4.01 may only be made on any day other than the last day of an Interest Period applicable thereto shall unless concurrently with such prepayment any payments required to be subject made pursuant to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount 1.11 as a result of such prepayment are made; (v) each prepayment of Revolving Loans pursuant to this Section 4.01 shall consist of a pro rata prepayment of Tranche 1 Revolving Loans and Tranche 3 Revolving Loans on the basis of the Tranche 1 Revolving Percentage and the Class(es) and Type(s) Tranche 3 Revolving Percentage, in each case at the time of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment; and (vi) each prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 4.01 shall be (a) applied to such Class consist of a pro rata prepayment of Tranche 1 Term Loans in and Tranche 3 Term Loans based on the outstanding principal amount of such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to Loans at the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Endurance Specialty Holdings LTD)
Voluntary Prepayments. The Borrower shall have the right voluntarily to prepay Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on time, subject to Section 3.05 but otherwise without premium or penalty; provided, however, that (i) each partial prepayment of the following terms Loans shall be in a minimum principal amount of $1,000,000 and conditions:
integral multiples of $100,000 in excess thereof and (aii) the Borrower shall give the Administrative Agent at have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent’s Office written notice , (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (iA) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), any Base Rate Loan by 12:00 noon (New York City time) Noon at least one Business Day prior to or the date of prepayment and (ii) B), in the case of Revolving Credit Loans that are ABR Loansany Eurodollar Loan, 10:00 a.m. on the same day as, by 12:00 Noon at least three Business Days prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12prepayment. Each such notice of prepayment shall specify the date prepayment date, the principal amount remaining and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Term Loan or Swingline Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. If Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such notice is given Loan by the Borroweramount, 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 stated therein (except that the Borrower may rescind any such notice if such may be conditioned on the availability of replacement credit facilities, in the case of a prepayment would have resulted from a refinancing of all of the then outstanding Loans). Subject to the foregoing, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to amounts prepaid under this Section 5.1 2.09(a) shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as elect; provided that if the Borrower may determine or, if not so specified on or prior fails to specify the time application of such a voluntary prepayment, ratably then such prepayment shall be applied first to Revolving Loans to the full extent thereof (without a permanent reduction in the Revolving Committed Amount), then to Swingline Loans to the full extent thereof (without a permanent reduction in the Revolving Committed Amount), then to Term Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in the direct order of maturity Interest Period maturity. In the case of prepayments of Term Loans, such prepayments shall be applied to the remaining amortization payments required to be made by installments of principal of the Borrower pursuant to Section 2.5(b) or Principal Amortization Payments and the terms final payment of any Other the aggregate unpaid balance of Term Loans entitled on the Term Loan Maturity Date on a pro rata basis and may not be reborrowed. Subject to such prepaymentthe satisfaction or waiver of Section 4.02, voluntary prepayments of Revolving Loans may be reborrowed at any time. At the Borrower’s election in connection with any prepayment pursuant to All prepayments under this Section 5.1, such prepayment 2.09(a) shall not be applied accompanied by accrued interest on the principal amount being prepaid to any Term Loan or Revolving Credit Loan the date of a Defaulting Lenderpayment.
Appears in 1 contract
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part part, without penalty or premium except as otherwise provided in this Agreement from time to time on the following terms and conditions:
(ai) the Borrower shall give provide written notice to the Administrative Agent at the Administrative Agent’s its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepay the Loans, the amount of such prepayment, whether such prepayment and (is being made in respect of Revolving Loans or Term Loans, and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) pursuant Loans to which such prepayment is to be made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), provided prior to 12:00 noon (New York City Boston, Massachusetts time) (x) at least one (1) Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment in the case of Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and shall promptly be transmitted by (z) at least three (3) Business Days prior to the Administrative Agent to each date of such prepayment in the relevant Lenders; case of Eurodollar Loans and (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least ONE MILLION AND NO/100 DOLLARS ($1,000,0001,000,000.00) or, if the then outstanding principal amount of the Loans of the Class being prepaid are less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), such remaining principal amount; provided provided, that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing any Eurodollar Loan shall reduce the remaining aggregate outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to principal amount of such Borrowing Eurodollar Loan to an amount which is less than the Minimum Borrowing Amount minimum borrowing amount applicable under this Agreement for LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans; and (c) . The Administrative Agent shall promptly notify each Lender of any such intended prepayment. Upon receipt by the Administrative Agent, any such prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by applied pro rata among the Borrower with the applicable provisions Loans of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all each of the then outstanding LoansLenders being prepaid; provided, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orhowever, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender, until such time as the proportion that such Lender's Unused Revolving Loan Commitment or Unused Term Loan Commitment bears to the Total Revolving Loan Commitment Amount or Total Term Loan Commitment, as applicable, is equal to the proportion that such Lender's Revolving Loan Commitment or Term Loan Commitment bears to the Total Revolving Loan Commitment Amount or Total Term Loan Commitment Amount, as applicable.
Appears in 1 contract
Sources: Term Loan and Acquisition Credit Agreement (Alarmguard Holdings Inc)
Voluntary Prepayments. The Borrower (a) Borrowers shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(ai) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of its their intent to make such prepaymentprepay the Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Borrowers to Agent by 12:00 noon (New York City time) one at least three Business Day Days prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term minimum borrowing amount applicable thereto; (iii) Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), Borrowers shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with
Appears in 1 contract
Sources: Credit Agreement (Glatfelter P H Co)
Voluntary Prepayments. The Borrower (a) Borrowers shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(ai) the Borrower Borrowers shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of its their intent to make such prepaymentprepay the Loans or Swing Line Loans, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), Borrowers to Agent by 12:00 noon (New York City time) one at least three Business Day prior to or (ii) Days, in the case of Revolving Credit Loans that are ABR Eurocurrency Loans, 10:00 a.m. on and one Business Day, in the same day ascase of Base Rate Loans, prior to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (bii) each partial prepayment of any Borrowing (other than a Borrowing of Term Loans or Revolving Credit Loans Swing Line Loans) shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,0001,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term minimum borrowing amount applicable thereto; (iii) Eurocurrency Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.2 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5; (iv) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing provided, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent. Amounts prepaid under this Section 4.2(a) may be reborrowed by any Borrower in accordance with the provisions hereof.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), Borrowers shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.
Appears in 1 contract
Sources: Credit Agreement (Glatfelter P H Co)
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans, Delayed-Draw Term Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part part, from time to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (and, in the case of LIBOR Loans) , the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon 1:00 p.m. (New York City time) (x) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on ) or (y) three Business Days prior to (in the same day ascase of LIBOR Loans), the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; , (b) each partial prepayment of any Borrowing of Term Loans, Delayed-Draw Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 1,000,000 and in an aggregate principal amount of at least $1,000,0005,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed2.11. Each prepayment in respect of any tranche of Term Loans or Delayed-Draw Term Loans pursuant to this Section 5.1 shall be (a) applied to such the Class or Classes of Term Loans or Delayed Draw Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior determine. All prepayments under this Section 5.1 shall also be subject to the time provisions of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b5.2(d) or the terms of any Other Term Loans entitled to such prepayment(e), as applicable. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC)
Voluntary Prepayments. (a) The Borrower shall have may at any time and from time to time prepay the right to prepay Term Loans and Revolving Credit Loans, in whole or in part, in each case, without premium or penalty except as provided in Sections 2.12 and 4.01(c).
(but b) Any prepayment of Loans shall be made upon irrevocable notice (subject to Section 2.20)revocation as, and in whole or the circumstances, set forth in part from time clause (II) below) delivered to time on the following terms and conditions:
(a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one three Business Day Days prior to or (ii) thereto, in the case of Revolving Credit Loans that are ABR SOFR Loans, 10:00 a.m. and no later than 12:00 noon (New York City time) on the same day as, the date of such payment, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment, identify the Class and Tranche of the prepayment of Loans and whether the prepayment is of SOFR Loans or Base Rate Loans; provided, that if a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall promptly also pay any amounts owing pursuant to Section 2.12; and provided, further, that (I) each voluntary prepayment of Loans pursuant to this Section 4.01(b) shall either be transmitted applied to each Tranche of Term Loans on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Tranche of Loans (other than the Initial Term Loans), in a manner that provides for more favorable prepayment treatment of other Tranches of Loans, so long as each other such Tranche receives its pro rata share of any amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Tranche receiving less than such pro rata share) (other than a prepayment of Loans with the proceeds of (x) Indebtedness Incurred pursuant to Section 2.17 or (y) Indebtedness Incurred under Section 8.01(c), which, in each case, shall be applied to the Tranche of Loans being Refinanced pursuant thereto) and (II) if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Term Facilities or otherwise conditioned upon the consummation of any other transaction or the occurrence of any event (including an acquisition or a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated or such condition is not satisfied, subject to payment of any costs referred to in Section 2.12. 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, subject to each of any conditionality applicable to such notice as set forth above, be due and payable on the relevant Lenders; (b) each partial prepayment of any Borrowing date specified therein, together with accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 4.01(c), if applicable, and accrued interest. Partial prepayments of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce 1,000,000 or, if less, the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to principal amount of such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and Borrowing.
(c) If at any prepayment of LIBOR time after the SeventhEighth Amendment Effective Date the Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction, or LIBOR Revolving Credit Loans pursuant to (y) effects any amendment of this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the BorrowerAgreement resulting in a Repricing Transaction, then the Borrower shall make pay to the Administrative Agent, for the ratable account of each of the Lenders holding Initial Term Loans immediately prior to the consummation of such Repricing Transaction (including each Lender holding Initial Term Loans immediately prior to the consummation of such Repricing Transaction that withholds its consent to such Repricing Transaction and is replaced as a Replaced Lender under Section 2.14), (I) in the case of clause (x), a prepayment premium equal to the Applicable Prepayment Percentage of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (II) in the payment case of clause (y), a fee equal to the Applicable Prepayment Percentage of the aggregate principal amount specified in of the applicable Initial Term Loans outstanding immediately prior to such notice amendment. Such amounts shall be due and payable on the date specified thereinof effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that that, for the avoidance of doubt, the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment in respect subject to the requirements of Term Loans pursuant to this Section 5.1 shall be 4.01(c) with respect to any Repricing Transaction occurring after the date that is six months after the SeventhEighth Amendment Effective Date.
(ad) applied to such Class All voluntary prepayments of a Tranche of Term Loans in such manner as the Borrower may determine and (b) accordance with this Section 4.01 shall be applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made of the respective Tranches of Term Loans as directed by the Borrower pursuant to Section 2.5(b) or (or, if the terms Borrower has not made such designation, in direct order of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lendermaturity).
Appears in 1 contract
Sources: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Voluntary Prepayments. The Borrower shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) the Borrower shall give the Administrative Agent prior to 3:00 P.M. (New York time) at the Administrative Agent’s its Notice Office at least one Business Day's prior written notice (or telephonic telephone notice promptly confirmed in writing) of its intent to make prepay Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 3:00 P.M. (New York time)) whether Term Loans, Acquisition Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; provided 500,000 (or $25,000 in the case of Swingline Loans) or such lesser amount of a Borrowing which is outstanding, PROVIDED that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (iv) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be subject deemed modified to compliance reflect the changed Revolving Loan Commitments), and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained; and (v) except as expressly provided in preceding clause (iv) and except with respect to prepayments of Acquisition Loans which shall be applied PRO RATA based upon the AL Percentages of Lenders with Acquisition Loans then outstanding (with the Borrower with to designate the applicable provisions Borrowing or Borrowings of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Acquisition Loans to be prepaid. If such notice is given by , subject to the Borrowerforegoing provision), 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to PRO RATA among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At Borrowing; PROVIDED that at the Borrower’s 's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.14.01, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Each prepayment of principal of any Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining TL Scheduled Repayments PRO RATA based upon the then remaining principal amounts of the TL Scheduled Repayments after giving effect to all prior reductions thereto. Each prepayment of principal of Acquisition Loans (x) if made on or prior to the Acquisition Facility Reduction Date, shall have no effect on the amortization of Acquisition Loans as set forth in Section 4.02(c), (y) if made after the Acquisition Facility Reduction Date and prior to or on the Acquisition Facility Expiry Date, shall be applied, at the Borrower's election, (I) to reduce on a PRO RATA basis the then remaining principal amounts of the AL Year 3 Scheduled Repayments after giving effect to all prior reductions thereto or (II) to reduce Year 4 Reference Amount as calculated on the date of such prepayment, and (z) if made after the Acquisition Facility Expiry Date, shall be applied at the Borrower's election, (I) to reduce on a PRO RATA basis the then remaining principal amounts of the AL Year 3 Scheduled Repayments after giving effect to all prior reductions thereto or (II) to reduce on a PRO RATA basis the then remaining principal amounts of the AL Year 4 Scheduled Repayments after giving effect to all prior reductions thereto, PROVIDED that if, as a result of an application described in subclause (I) or (II) of clause (x) or (y) above, such applicable amounts shall have been reduced to zero, the remainder of such prepayment shall be applied as provided in the other such subclause.
Appears in 1 contract
Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay Term Loans and Revolving Credit the Loans, in each case, without premium or penalty (but subject to Section 2.20)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (ai) an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Administrative Agent’s its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to make prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (the Types of Loans to be prepaid and, in the case of LIBOR Eurodollar Loans) , the specific Borrowing(s) Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), 12:00 noon (New York City time) one Business Day prior to or (ii) in the case of Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant LendersBanks; (bii) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000; 1,000,000 (or $500,000 in the case of Swingline Loans), provided that no if any partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to a single any Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or LIBOR Revolving Credit Loanseffect; and (ciii) at the time of any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurodollar Loans pursuant to this Section 5.1 4.01 on any day date other than the last day of an the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. If such notice is given by the Borrowerthereto, the Borrower Borrowers shall make such prepayment pay the amounts required pursuant to Section 1.11; and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each (iv) each prepayment in respect of Term any Loans made pursuant to this Section 5.1 a Borrowing shall be (a) applied to pro rata among such Class of Term Loans in such manner as Loans, provided that at the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine or, if not so specified on or prior to the time of such voluntary prepayment, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s Borrowers' election in connection with any prepayment pursuant to this Section 5.1of Loans, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan the prepayment of Loans of a Defaulting LenderBank.
(b) In the event of certain refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers,
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Voluntary Prepayments. The Each Borrower shall have the right to prepay Term the Loans and Revolving Credit Loans, in each case, without premium or penalty (but subject to Section 2.20), in whole or in part from time to time on the following terms and conditions:
(a) the applicable Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable written notice (which notice may be conditioned upon the happening of an event) at its Notice Address (or telephonic notice promptly confirmed in writing) of its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, Dollar Revolving Loans or Multicurrency Revolving Loans the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant Borrowings to which madesuch prepayment is to be applied, which notice shall be given by the applicable Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than Revolving Credit Loans that are ABR Loans), to Administrative Agent by 12:00 noon (New York City time) one at least three (3) Business Day Days prior to or (ii) in the case of Revolving Credit Eurocurrency Loans that are ABR Loans, 10:00 a.m. on and at least one (1) Business Day prior in the same day as, case of Base Rate Loans to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; ;
(b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or €1,000,000; provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans; and applicable thereto;
(c) any prepayment of LIBOR Term Eurocurrency Loans or LIBOR Revolving Credit Loans may only be prepaid pursuant to this Section 5.1 4.3 on any day other than the last day of an Interest Period applicable thereto shall be or on any other day subject to compliance by the Borrower with the applicable provisions of Section 2.12. Each such notice shall specify the date and amount of such prepayment and the Class(es3.5;
(d) and Type(s) of Loans to be prepaid. 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 the Borrower may rescind any such notice if such prepayment would have resulted from a refinancing of all of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. Each each prepayment in respect of Term Loans pursuant to this Section 5.1 any Borrowing shall be (a) applied to pro rata among the Loans comprising such Class of Term Loans in such manner as the Borrower may determine and (b) applied to reduce Term Loan Repayment Amounts applicable to such Class in such order as the Borrower may determine orBorrowing, if not so specified on or prior to the time of such voluntary prepaymentprovided, ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, that such prepayment shall not be applied to any Term Loan or Revolving Credit Loan Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Pro Rata Share of all Loans then outstanding; and
(e) unless otherwise specified by the applicable Borrower, each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of all outstanding Term Loans in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to reduce the remaining Scheduled Term Repayments ratably. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans. The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.
Appears in 1 contract