Additional Facilities. (a) The Company may notify the Facility Agent by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery to the Facility Agent of an Additional Facility Accession Agreement duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility), the Parent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that: (i) [Reserved]; (ii) the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession; (iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and (iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (b) An increase in the Total Commitments pursuant to an Additional Facility will only be effective on: (i) the execution by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and (ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective: (A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and (B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank. (c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement subject to the terms of this Agreement. (d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements. (e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession. (f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. (g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender. (h) On the Additional Facility Commencement Date: (i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”. (i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender. (j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to: (i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ; (ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Liberty Global PLC), Amendment and Restatement Agreement (Liberty Global PLC)
Additional Facilities. (a) The Company may notify the Facility Agent by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery to the Facility Agent of an Additional Facility Accession Agreement duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility), the Parent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that:
(i) [Reserved]other than in relation to a Limited Condition Transaction, no Event of Default is continuing or would result from that Additional Facility being established;
(ii) the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and the currency (which must be euroeuros, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in the Total Commitments pursuant to an Additional Facility will only be effective on:
(i) the execution by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party party to this Agreement and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party party to this Agreement (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party party to this Agreement as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Liberty Global PLC), Super Senior Facilities Agreement (Liberty Global PLC)
Additional Facilities. (a) The Company may notify Any person may, subject to the terms of this Agreement, become an Additional Facility Agent Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the Parent, the Company UPC Distribution and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) the principal amount (in euro, US Dollars or . That person shall become an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and Lender on the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, date specified in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in Upon the relevant person becoming an Additional Facility Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Additional Facility Lender’s Commitment.
(c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company UPC Distribution and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 14 (Guarantee and IndemnityGuarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 2 contracts
Samples: Restated Credit Agreement (Unitedglobalcom Inc), Credit Agreement (Unitedglobalcom Inc)
Additional Facilities. (a) The Company KDG and KDVS may notify at any time establish or enter into an Additional Facility.
(b) Subject to paragraph (c) any person will, subject to the terms of this Agreement, become an Add-On Facility Agent Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Add-On Facility Accession Agreement duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the Parent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers KDG and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in the Total Commitments pursuant to an Additional Facility will only be effective on:
(i) the execution by Borrower. Once the Facility Agent of an Additional signs the Add-On Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to Agreement, that person shall become an Initial Additional Add-On Facility Lender which is not a Lender immediately prior to on the relevant Additional date specified in the Add-On Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Accession Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facilityparagraph (d), the Initial Additional Facility Lenders for that Additional Agent must sign any Add-On Facility shall make available the Additional Accession Agreement delivered to it by KDG or an Add-On Facility in a maximum aggregate amount Lender.
(d) The Facility Agent is not exceeding the aggregate Additional obliged to sign an Add-On Facility Commitments Accession Agreement until it has completed all know your customer requirements to its satisfaction in respect of that Additional the proposed Add-On Lender.
(e) Upon the relevant person becoming an Add-On Facility as Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Add-On Facility Accession Agreement as that Add-On Facility Lender’s Commitment.
(f) Each Add-On Facility Lender will grant to the relevant Borrower a loan facility in the amount specified in the relevant Add-On Facility Accession Agreement in euros during the Add-On Facility Availability Period specified in the Add-On Facility Accession Agreement, subject to the terms of this Agreement.
(dg) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided KDG must ensure that the Company Finance Parties and each Initial Additional Facility Lender any arranger, underwriter, agent, trustee (including in relation to respect of notes, bonds or other securities) or similar person acting or lending in connection with an Additional Facility may agree that are granted a Security Interest over the assets acquired with the proceeds of the Additional Facility, having regard to the Security Principles, under which their outstanding liabilities rank pari passu (except to the extent any lower ranking or subordination for an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times is agreed between KDG and all the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to creditors of that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”Facility).
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 2 contracts
Samples: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG), Senior Credit Agreement (Kabel Deutschland GmbH)
Additional Facilities. (a) The Company may notify Any person may, subject to the Facility Agent terms of this Agreement, become a Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the Parent, the Company UPC Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) on the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and date the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility is Accession Agreement. That person shall become a Lender on the date specified in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Accession Agreement.
(b) An increase in Upon the relevant person becoming a Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Commitment.
(c) Each Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company UPC Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 (Guarantee and IndemnityGuarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 1 contract
Samples: Senior Secured Credit Facility (Liberty Global PLC)
Additional Facilities. (a) The Company may notify Any person may, subject to the Facility Agent terms of this Agreement, become a Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the Parent, the Company UPC Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) on the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and date the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility is Accession Agreement. That person shall become a Lender on the date specified in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Accession Agreement.
(b) An increase in Upon the relevant person becoming a Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Lender's Additional Facility Commitment.
(c) Each Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company UPC Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 14 (Guarantee and IndemnityGuarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s 's Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 1 contract
Additional Facilities. (a) The Company may notify the Facility Agent by no less than 2 By at least two Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery to the Facility Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms of an Additional Facility Accession Agreement duly completed Joinder Agreement, an Additional Facility may be provided to any Loan Party provided that (i) on the date of the proposed Additional Facility Loan all representations and executed by warranties to be made in a Lender Committed Loan Notice in accordance with Section 4.02 are correct in all material respects, (ii) no Event of Default either (A) is outstanding at the time of such notice to the Administrative Agent or any (B) would result from the proposed advance and (iii) the Company has certified in the relevant Request for Credit Extension that it is in compliance with the Financial Covenants on a Pro Forma Basis after taking into account the Borrowing under such Additional Facility and the use of proceeds thereof as of the most recent Compliance Date.
(b) Any person that is not a Lender that proposes to may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the Company and the relevant Additional Borrower (if any). That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement.
(c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment.
(d) Each Lender under an Additional Facility will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement.
(e) The execution by the Company, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement constitutes confirmation by each Guarantor that its obligations under the Guarantee shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected.
(f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility), .
(g) The aggregate amount of the Parent, the Company participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time.
(h) The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, if to the Additional Facility is extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to be granted the Loan Parties in form and substance reasonably satisfactory to an Additional Borrower, the relevant Additional Borrower, provided, Administrative Agent.
(i) in respect of each Additional Facility, that:
(i) [Reserved]each Additional Facility Borrower for that Additional Facility is a Loan Party;
(ii) the principal amount (in euro, US Dollars or an Additional Currency)amount, interest rate, interest periods, Termination Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;Joinder Agreement; and
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph sub-clauses (i) and (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in the Total Commitments pursuant to an Additional Facility will only be effective on:
(i) the execution by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(gj) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(hk) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of the Intercreditor Agreements and the Collateral Documents pari passu with the Lenders under the other Facilities provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement.
(l) Each party to this Agreement (other than each proposed Additional Facility Lender, the Company and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the Company and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder.
(m) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Joinder Agreement, each other Finance Party and the Obligors Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lendera Lender on the Closing Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party party to this Agreement as an “Initial Additional Facility Lender”.
(in) With the prior written consent of the Company, the Facility Administrative Agent is authorised authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Loan Document (in accordance with the terms of this Clause 2.2Section 2.14)) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments.
(jo) Clause 27.4 (Limitation of responsibility of Existing Lenders) This Section 2.14 shall apply mutatis mutandis supersede any provisions in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior Sections 2.13 or 10.01 to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”contrary.
Appears in 1 contract
Additional Facilities. (a) The Company may notify Any person may, subject to the Facility Agent terms of this Agreement, become a Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the Parent, the Company UPC Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) on the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and date the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility is Accession Agreement. That person shall become a Lender on the date specified in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Accession Agreement.
(b) An increase in Upon the relevant person becoming a Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Commitment.
(c) Each Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company UPC Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 14 (Guarantee and IndemnityGuarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 1 contract
Additional Facilities. (a) The Company may notify the Facility Agent by no less than 2 By at least two Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery to the Facility Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms of an Additional Facility Accession Agreement duly completed Joinder Agreement, an Additional Facility may be provided to any Loan Party provided that (i) on the date of the proposed Additional Facility Loan all representations and executed by warranties to be made in a Lender Request for Credit Extension in accordance with Section 4.02 are correct in all material respects, (ii) no Event of Default either (A) is outstanding at the time of such notice to the Administrative Agent or any (B) would result from the proposed advance and (iii) the Company has certified in the relevant Request for Credit Extension that it is in compliance with the Financial Covenants on a Pro Forma Basis after taking into account the Borrowing under such Additional Facility and the use of proceeds thereof as of the most recent Compliance Date.
(b) Any person that is not a Lender that proposes to may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the Company and the relevant Additional Borrower (if any). That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement.
(c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment.
(d) Each Lender under an Additional Facility will grant to the relevant Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement.
(e) The execution by the Company, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement constitutes confirmation by each Guarantor that its obligations under the Guarantee shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected.
(f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility), .
(g) The aggregate amount of the Parent, the Company participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time.
(h) The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, if to the Additional Facility is extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to be granted the Loan Parties in form and substance reasonably satisfactory to an Additional Borrower, the relevant Additional Borrower, provided, Administrative Agent.
(i) in respect of each Additional Facility, that:
(i) [Reserved]each Additional Facility Borrower for that Additional Facility is a Loan Party;
(ii) the principal amount (in euro, US Dollars or an Additional Currency)amount, interest rate, interest periods, Termination Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with with, any Additional Facility which is a revolving facility and related provisions and the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Initial Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Administrative Agent) and set out in the relevant Additional Facility AccessionJoinder Agreement;
(iii) the relevant Additional Facility Accession Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving facilityloan; and
(iv) subject to paragraph sub-clauses (i) and (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in the Total Commitments pursuant to an Additional Facility will only be effective on:
(i) the execution by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.
(gj) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(hk) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of the Intercreditor Agreements and the Collateral Documents pari passu with the Lenders under the other Facilities provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement.
(l) Each party to this Agreement (other than each proposed Additional Facility Lender, the Company and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the Company and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder.
(m) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Joinder Agreement, each other Finance Party and the Obligors Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lendera Lender on the Closing Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party party to this Agreement as an “Initial Additional Facility Lender”.
(n) In relation to any Additional Facility providing for new Term Loans that is utilized prior to the date that is 18 months after the Closing Date, the Pricing applicable to the new Term Loans under such Additional Facility shall not be greater than the Pricing applicable to the Term B Loans plus 50 basis points per annum, unless the Applicable Rate with respect to the Term B Loans is increased by an amount equal to the difference between (i) the Pricing applicable to the new Term Loans under such Additional Facility and (ii) the Applicable Rate with respect to the Term B Loans plus 50 basis points.
(o) With the prior written consent of the Company, the Facility Administrative Agent is authorised authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Loan Document (in accordance with the terms of this Clause 2.2Section 2.14)) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments.
(jp) Clause 27.4 (Limitation of responsibility of Existing Lenders) This Section 2.14 shall apply mutatis mutandis supersede any provisions in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior Sections 2.13 or 10.01 to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”contrary.
Appears in 1 contract
Additional Facilities. (a) The Company may notify Following the Facility Agent occurrence of a Qualifying IPO (and subject to paragraphs (e) and (f) below), any person may, subject to the terms of this Agreement, become a Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the ParentFacility Agent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) . That person shall become a Lender on the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, date specified in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in Upon the relevant person becoming a Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Commitment.
(c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or an Optional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 19 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. If and to the extent agreed by the Company with the Additional Facility Lenders the Additional Facility shall be secured under the Security Documents on a similar basis as the Lenders.
(ge) The Company may pay to any Initial An Additional Facility Lender a fee in Accession Agreement may not be delivered or executed where the amount and at the times agreed between the Company and that Initial aggregate Total Commitments of such proposed Additional Facility LenderAccession Agreement and all other Additional Facility Accession Agreements would exceed €400,000,000.
(hf) On No Additional Facility will be permitted unless (i) the Parent provides a certificate signed by a director certifying (A) no Default is existing and (B) on the basis of pro forma calculations taking into account the drawdown of the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreementin full, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, Smurfit Kappa Funding Group will be in compliance with the rights and/or obligations assumed by it as a result of that accession financial undertakings in Clause 22 (Financial Covenants) and is expected to be in compliance with such financial undertakings for the Commitment specified by it as its 12 months following the drawdown under the Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the CompanyFacility, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Final Maturity Date of the Additional Facility Lender”; and
occurs on or later than the latest Final Maturity Date for the outstanding Facilities and (iii) a “re-transfer” the pricing is no more onerous than the opening pricing of the euro denominated loans under the C1 Term Loan Facility as at the date of the Amendment and “re-assignment” were references to respectively a “transfer” and “assignment”Restatement Agreement.
Appears in 1 contract
Samples: Senior Credit Facility (Smurfit Kappa Acquisitions)
Additional Facilities. (a) The Company may notify Subject to paragraphs (e) and (f) below, any person may, subject to the Facility Agent terms of this Agreement, become a Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the ParentFacility Agent, the Company and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) . That person shall become a Lender on the principal amount (in euro, US Dollars or an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, date specified in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in Upon the relevant person becoming a Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Commitment.
(c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or an Optional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 19 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. If and to the extent agreed by the Company with the Initial Additional Facility Lenders, the Additional Facility shall be secured under the Security Documents on a similar basis as the Lenders.
(ge) The Company may pay to any Initial An Additional Facility Lender Accession Agreement may not be delivered or executed where the aggregate Total Commitments of such proposed Additional Facility Accession Agreement and all other Additional Facility Accession Agreements would exceed €400,000,000 less the aggregate drawings made under the B3 Term Loan Facility and the C3 Term Loan Facility, provided that, such a fee in the amount and limit will not apply if at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that time of delivery of such proposed Additional Facility Accession Agreement, each other Finance Party the ratio of the Consolidated Total Net Borrowings to Consolidated Pro Forma EBITDA is less than 4.00:1.00 on a pro forma basis (using the figures in the last-delivered Compliance Certificate as a basis-point) as if the Proposed Additional Facility was fully drawn and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Permitted Acquisition to be effected using such proposed Additional Facility Lender had been an Original Lender, with effected (including any cost savings and synergies reasonably expected to be achieved in the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”second year following such Permitted Acquisition).
(if) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each No Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
will be permitted unless (i) the Parent provides a “Transferor” were references to all certificate signed by a director certifying (A) no Default is existing and (B) on the Lenders immediately prior to basis of pro forma calculations taking into account the relevant drawdown of the Additional Facility becoming effective ;
in full, the Smurfit Kappa Group will be in compliance with the financial undertakings in Clause 22 (Financial Covenants) and is expected to be in compliance with such financial undertakings for the 12 months following the drawdown under the Additional Facility and (ii) the “New Lender” were references to that “Initial Final Maturity Date of the Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”occurs on or later than the latest Final Maturity Date for the outstanding Facilities.
Appears in 1 contract
Additional Facilities. (a) The Company may notify Any person may, subject to the terms of this Agreement, become an Additional Facility Agent Lender by no less than 2 Business Days’ notice that it wishes to establish one or more Additional Facilities by delivery delivering to the Facility Agent of an Additional Facility Accession Agreement and, if the Borrower under the relevant Additional Facility is an entity incorporated in The Netherlands, a Verification Letter, in each case duly completed and executed by a Lender (or any person that is not a Lender that proposes to become a Lender under that Additional Facility)person, the Parent, the Company UPC Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower, provided, in respect of each Additional Facility, that:
(i) [Reserved];
(ii) the principal amount (in euro, US Dollars or . That person shall become an Additional Currency), interest rate, interest periods, Termination Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with any Additional Facility and related provisions and Lender on the currency (which must be euro, US Dollars or an Additional Currency) of that Additional Facility shall be agreed by the relevant Additional Borrowers and the relevant Initial Additional Facility Lenders (and, date specified in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession;
(iii) the relevant Additional Facility Accession Agreement shall specify whether that Additional Facility is in form of a term or revolving facility; and
(iv) subject to paragraph (ii) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b) An increase in Upon the relevant person becoming an Additional Facility Lender, the Total Commitments pursuant to an Additional Facility will only shall be effective on:
(i) the execution increased by the Facility Agent of an Additional Facility Accession Agreement which has been duly executed by each other relevant party thereto; and
(ii) in relation to an Initial Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:
(A) the Initial Additional Facility Lender entering into the documentation required for it to accede to the Intercreditor Agreement; and
(B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to the Company, the Initial Additional Facility Lender and each L/C Bank.
(c) Subject to the conditions in this Clause 2.2 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Initial Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Agreement as that Additional Facility Lender's Commitment.
(c) Each Additional Facility Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros or US Dollars (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.
(d) Each Initial Additional Facility Lender shall become a Party and be entitled to share in the Transaction Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Company and each Initial Additional Facility Lender in relation to an Additional Facility may agree that an Additional Facility shall be entitled to share in the Transaction Security on a junior basis to the Lenders under the other Facilities or shall not be entitled to share in the Transaction Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.
(e) Each Party (other than each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Initial Additional Facility Lender, the Parent, the Company and each proposed Additional Borrower and each Obligor agrees to be bound by such accession.
(f) The execution by the Parent, the Company UPC Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 21 14 (Guarantee and IndemnityGuarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Facility Lender’s 's Commitment and shall be owed to each Finance Party including the relevant Lender.
(g) The Company may pay to any Initial Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Initial Additional Facility Lender.
(h) On the Additional Facility Commencement Date:
(i) each Initial Additional Facility Lender party to that Additional Facility Accession Agreement, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Initial Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii) each Initial Additional Facility Lender shall become a Party as an “Initial Additional Facility Lender”.
(i) With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this Clause 2.2) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Initial Additional Facility Lender.
(j) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to any Initial Additional Facility Lender as if references in that Clause to:
(i) a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;
(ii) the “New Lender” were references to that “Initial Additional Facility Lender”; and
(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Unitedglobalcom Inc)
