Additional Term B Loans. Upon Holding’s written notice to the Administrative Agent, on any Subsequent Effective Date, one or more Additional Lenders may, in their sole and absolute discretion, become parties to this Agreement (to the extent not already a party to this Agreement) for the purpose of making additional Term B Loans in an amount in excess of $50,000,000, provided that the aggregate amount of such additional Term B Loans shall not exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(b) plus (y) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(f) (each such additional commitment of the Additional Lenders to make additional Term B Loans, an “Additional Term B Commitment”). On the applicable Subsequent Effective Date, each Additional Lender holding an Additional Term B Commitment shall make a new single loan denominated in Dollars to Holdings in the amount of such Additional Lender’s Additional Term B Commitment (each such loan, an “Additional Term B Loan”) upon the terms and subject to the conditions contained herein, as such terms and conditions may be amended pursuant to Section 11.01 hereof, and any such Additional Lenders not already party to this
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Additional Term B Loans. Upon Holding’s written notice to (a) The Borrower confirms and agrees that it has requested the Administrative Agent, on any Subsequent Effective Date, one or more Additional Lenders may, in their sole Term B Loan Commitments and absolute discretion, become parties to this Agreement (to the extent not already a party to this Agreement) for the purpose of making additional Additional Term B Loans in an amount in excess to be made pursuant thereto, which Additional Term B Loan Commitments shall be deemed to be Term Loan Commitments to make Term Loans on the same terms as the Term Loans funded on the Closing Date (including, but not limited to, with respect to amortization of $50,000,000, the Term Loans funded on the Closing Date; provided that notwithstanding any other provisions set forth herein, amortization with respect to the aggregate amount of such additional Additional Term B Loans shall not exceed commence until the difference end of the first full Fiscal Quarter occurring after the Fourth Amendment Effective Date, subject to the other provisions applicable to the payment of Term Loans set forth in the Credit Agreement, including, without limitation, the provisions of Section 4.3(e)) under the Existing Credit Agreement.
(Ab) $250,000,000 minus Each Additional Term B Loan Lender agrees severally and not jointly (Bi) that upon the total Fourth Amendment Effective Date and at all times thereafter, such Additional Term B Loan Lender will be bound (or continue to be bound, as applicable) by the provisions of the Credit Agreement and the other Loan Documents and shall perform all of the obligations and have all of the rights of a Lender thereunder, (ii) (x) to provide the Additional Term B Loan Commitment in the aggregate principal amount equal to the amount set forth opposite its name on Schedule I hereto and (if anyy) by which to make the Additional Term B Loan on the Fourth Amendment Effective Date in the aggregate outstanding principal amount equal to the amount of the its Additional Term B Loan Commitment, and, in each case, when made, such Additional Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior be added to and constitute a part of the relevant Subsequent Effective Date pursuant to this Section 2.01(boutstanding Term Loans under the Credit Agreement.
(c) plus (y) Upon the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(f) (each such additional commitment making of the Additional Term B Loans hereunder, the Agent shall promptly update the Register to give effect to the Additional Term B Loans.
(d) The Additional Term B Loans shall be made as a single borrowing, with an initial Interest Period that commences on the Fourth Amendment Effective Date and ends on the last day of the Interest Period applicable to the outstanding Term Loans on the Fourth Amendment Effective Date. During the initial Interest Period applicable to the Additional Term B Loans immediately after the Additional Term B Loans are deemed made on the Fourth Amendment Effective Date as SOFR Rate Loans, the Adjusted Term SOFR applicable to the Additional Term B Loans shall be the same Adjusted Term SOFR applicable for the outstanding SOFR Rate Loans as of the Fourth Amendment Effective Date. Notwithstanding anything to the contrary contained herein or in the Credit Agreement, from and after the Fourth Amendment Effective Date, the outstanding Term Loans, the Additional Term B Loans and the Delayed Draw Term B Loans shall constitute a single Class and a single borrowing of Term Loans for all purposes under the Credit Agreement.
(e) The Additional Term B Loan Commitments of the Additional Term B Loan Lenders shall terminate upon the making of the Additional Term B Loans on the Fourth Amendment Effective Date.
(f) Each Additional Term B Loan Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make additional its own credit analysis and decision to enter into this Amendment and make its portion of the Additional Term B Loans, an “have been made available to such Additional Term B Commitment”). On Loan Lender; (ii) appoints and authorizes the applicable Subsequent Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iii) acknowledges and agrees that upon the Fourth Amendment Effective Date, each Additional Lender holding an Date such Additional Term B Commitment Loan Lender shall make be (or shall continue to be, as applicable) a new single loan denominated in Dollars “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to Holdings in and bound by the amount terms hereof and thereof, and shall perform all the obligations of such Additional Lender’s and shall have all rights of a Lender hereunder and thereunder. Each Additional Term B Commitment Loan Lender confirms that (each such loan, an “Additional Term B Loan”A) upon it meets all the terms and subject requirements to be a Lender under the conditions contained herein, as such terms and conditions may be amended pursuant to Section 11.01 hereof, and any such Additional Lenders not already party to thisCredit Agreement,
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Additional Term B Loans. Upon Holding’s written notice to the Administrative Agent, on any Subsequent Effective Date, one or more Additional Lenders may, in their sole and absolute discretion, become parties to this Agreement (to the extent not already a party to this Agreement) for the purpose of making additional Term B Loans in an amount in excess of $50,000,00025,000,000, provided that the aggregate amount of such additional Term B Loans shall not exceed the difference of (A) $250,000,000 150,000,000 minus (B) the total of (x) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(b2.01(e) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term A Loans has been increased on all Subsequent Effective Dates that shall have occurred either prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(d) plus (z) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(f) (each such additional commitment of the Additional Lenders to make additional Term B Loans, an “Additional Term B Commitment”). On the applicable Subsequent Effective Date, each Additional Lender holding an Additional Term B Commitment shall make a new single loan denominated in Dollars to Holdings in the amount of such Additional Lender’s Additional Term B Commitment (each such loan, an “Additional Term B Loan”) upon the terms and subject to the conditions contained herein, as such terms and conditions may be amended pursuant to Section 11.01 hereof, and any such Additional Lenders not already party to thisthis Agreement shall become parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Term B Lender for all purposes of this Agreement from and after the relevant Subsequent Effective Date. Once the Additional Term B Loans shall have been made pursuant to this Agreement, (1) the schedule of Term B Loans maintained by the Administrative Agent shall be deemed to have been amended to include all Additional Lenders holding an Additional Term B Loan together with each such Additional Lender’s respective Term B Proportionate Share, (ii) the schedule of Term B Loans maintained by the Administrative Agent shall be deemed to have been amended to adjust the Term B Proportionate Share of all other Term B Lenders party hereto, and (iii) Schedule 2.09(b) hereto shall be deemed to have been amended to include the Additional Term B Loans in the then applicable Term B Loan amortization schedule based upon the percentages set forth therein. The Additional Term B Loans of the Additional Lenders shall be deemed to be Term B Loans of such Term B Lenders under this Agreement and the other Loan Documents for all purposes.
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Additional Term B Loans. Upon Holding’s written notice (a) Borrower shall have the right at any time, so long as no Unmatured Event of Default or Event of Default then exists, and from time to the Administrative Agenttime, on any Subsequent Effective Date, to incur from one or more Additional existing Lenders mayand/or other Persons that are Eligible Assignees and which, in their sole each case, agree to make such loans to Borrower, loans and absolute discretioncommitments to make loans in an aggregate principal amount not to exceed $25,000,000 less the amount of Senior Secured Notes issued after the Closing Date, become parties to this Agreement (to the extent not already a party to this Agreement) for the purpose of making additional which loans shall constitute Term B Loans in an amount in excess of $50,000,000hereunder (the “Additional Term B Loans”); provided, provided that the aggregate amount terms and conditions of such additional any Additional Term B Loans shall not exceed be the difference of (A) $250,000,000 minus (B) same as those applicable to the total of (x) the amount (if any) by which the aggregate outstanding principal amount of the existing Term B Loans has been increased on all Subsequent Effective Dates Loan.
(b) In the event that shall have occurred prior Borrower desires to the relevant Subsequent Effective Date pursuant to this Section 2.01(b) plus (y) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(f) (each such additional commitment of the incur Additional Lenders to make additional Term B Loans, Borrower will enter into an “amendment with the lenders (who shall by execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Additional Term B Commitment”)Loans, which amendment shall be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.4 and of the other provisions of this Agreement. On the applicable Subsequent Effective Date, each Additional No consent of any Lender holding an (other than any Lender making Additional Term B Commitment shall make a new single loan denominated in Dollars Loans) is required to Holdings in permit the amount of such Additional Lender’s Additional Term B Commitment (each such loan, an “Loans contemplated by this Section 2.4(b) or the aforesaid amendment to effectuate the Additional Term B Loan”) upon the terms and subject Loans. This section shall supercede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the conditions contained herein, as such terms and conditions may be amended pursuant to Section 11.01 hereof, and any such Additional Lenders not already party to thiscontrary.
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Samples: Credit Agreement (Huntsman LLC)
