Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $125,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of $25,000,000. Each such notice shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied; (3) the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 5.04, calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) and giving pro forma effect to any acquisition consummated with the proceeds of any New Term Commitments established on the Increased Amount Date as though such acquisition had been consummated as of the first day of the fiscal period covered by such financial statements and (y)
Appears in 1 contract
Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $125,000,000 in the aggregate current Flex-Debt Amount and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of $25,000,000. Each such notice shall specify (Aa) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (Bb) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and which proposed New Term Lenders shall be reasonably acceptable to the amounts of such allocationsAdministrative Agent; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion discretion, allocations shall be proposed by the Administrative Agent (or, if the Administrative Agent elects to not arrange, by the arranger of such New Term Commitments) and shall be reasonably acceptable to the Borrower, and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied; (3) the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 5.04, calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii5.03(b) or (c)(iic) and giving pro forma effect to any acquisition consummated with the proceeds of any New Term Commitments established on the Increased Amount Date as though such acquisition had been consummated as of the first day of the fiscal period covered by such financial statements and (y)pro
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Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, in connection with the concurrent refinancing in full of any outstanding Tranche B-1 Term Loans, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an aggregate amount not in excess of $125,000,000 in the aggregate and not less than $25,000,000 individually principal amount of Tranche B-1 Term Loans outstanding at the time of the incurrence of such new Loans (or such lesser amount which the “New Term Loans”); provided that the proceeds of the New Term Loans shall be approved by the Administrative Agent), used only to refinance in full all outstanding Tranche B-1 Term Loans (if any) and integral multiples of $1,000,000 in excess of $25,000,000to pay any related fees and expenses. Each such Such notice shall specify (Aa) the date (each an the “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as may be approved by the Administrative Agent) and (Bb) the identity of each Lender or other Person that is (who shall be an Eligible Assignee Assignee) (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective as of such the Increased Amount Date; provided that, that (1i) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New Term Commitments; , (2ii) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 3.02 6.2 shall be satisfied; , (3iii) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e), and (iv) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in pro forma compliance connection with each any such transaction. On the Increased Amount Date, subject to the satisfaction of the covenants foregoing terms and conditions (a) each New Term Lender shall make a New Term Loan to the Borrower in an amount equal to its New Term Commitment, (b) each New Term Loan made thereunder shall be deemed for all purposes a Term Loan and (c) each New Term Lender shall become a Lender hereunder with respect to its New Term Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of the Increased Amount Date, the New Term Commitments and the New Term Lenders. The terms and provisions of the New Term Loans and New Term Commitments shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, substantially similar to the Tranche B-2 Term Loans, except that: (i) the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Tranche B-2 Terms Loans, (ii) the maturity date of all New Term Loans shall be no shorter than the Tranche B-2 Term Loan Maturity Date, and (iii) the Applicable Margins applicable to the New Term Loans shall be determined by the Borrower and the applicable new Lenders and shall be set forth in Section 5.04each applicable Joinder Agreement; provided, calculated by taking into account however, that the yield applicable to the New Term Loans (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) and after giving pro forma effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the yield with respect to the Tranche B-2 Term Loans or any acquisition consummated Modified Term Loans unless the yield with respect to the proceeds Tranche B-2 Term Loans and the Modified Term Loans, if any, is increased so as to cause such yield to equal the yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees and original issue discount payable with respect to such New Term Loans). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effectuate the provisions of this Section 2.4, including, without limitation, to include appropriately the New Term Lenders in any determination of Required Lenders and Majority Facility Lenders, and to incorporate appropriately any New Term Commitments established on Loans into the Increased Amount Date definition of Subfacility. Each Group Member agrees to cooperate with the Administrative Agent to take such actions as though such acquisition had been consummated as the Administrative Agent may reasonably request to ensure that the Obligations, including all Loans, are guaranteed by the Guarantors and are secured by all of the first day of the fiscal period covered by such financial statements and (y)Collateral.
Appears in 1 contract
Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $125,000,000 50,000,000 in the aggregate and not less than $25,000,000 10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of $25,000,000that amount. Each such notice shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 3.02 6.2 of the Credit Agreement shall be satisfied; (3) the Borrower Holdings shall be in pro forma compliance with each of the covenants set forth in Section 5.04, calculated by taking into account (x) EBITDA for 8.1 of the four Fiscal Quarter period Credit Agreement as of the last day of the most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) and fiscal quarter after giving pro forma effect to any acquisition consummated with such New Term Commitments; (4) the proceeds of any New Term Commitments established on shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date as though such acquisition had been consummated as and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the first day Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the fiscal period covered by such financial statements foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (y)iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loans.
Appears in 1 contract
Samples: First Amendment (Protection One Alarm Monitoring Inc)
Additional Term Loans. The Borrower mayUnless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative AgentAgent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity Date, elect to request the establishment of one or more new term loan commitments that additional Term Loans be made (the “New Additional Term CommitmentsLoans”); provided, in an amount not in excess of $125,000,000 however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate and outstanding principal balance of the Term Loans shall not less than exceed $25,000,000 individually (or 850,000,000. Each such lesser amount which shall borrowing of Additional Term Loans must be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess aggregate minimum amounts of $25,000,000. Each such notice shall specify ; provided that (Aa) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (each an “Increased Amount Date”b) on which the Borrower proposes that the New Term Commitments Representative shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is have delivered to the Administrative Agent and (B) a certificate in the identity form of each Lender Exhibit D-1 hereto signed by the chief financial officer or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom treasurer of the Borrower proposes any portion of such New Term Commitments be allocated Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.3, 10.4, and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion 10.11 as of the New Term Commitments may elect or decline, in its sole discretion, to provide last day of the most recently ended fiscal quarter for which financial statements are available and determined on a New Term Commitment. Such New Term Commitments shall become effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or pro forma basis after giving effect to any such New requested making of Additional Term Commitments; Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (2) assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to the such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any New other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such increase shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the conditions set forth in Section 3.02 making of Additional Term Loans, changes shall be satisfied; made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (3) it being understood that the Borrower Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in pro forma compliance with each of the covenants set forth in Section 5.04, calculated this §3.7 shall constitute or be deemed to constitute an agreement by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant any Lender to Section 5.03(b)(iii) or (c)(ii) and giving pro forma effect to any acquisition consummated with the proceeds of any New make Additional Term Commitments established on the Increased Amount Date as though such acquisition had been consummated as of the first day of the fiscal period covered by such financial statements and (y)Loans.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Sovran Self Storage Inc)
Additional Term Loans. The Borrower mayUnless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative AgentAgent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity Date, elect to request the establishment of one or more new term loan commitments that additional Term Loans be made (the “New Additional Term CommitmentsLoans”); provided, in an amount not in excess of $125,000,000 however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate and outstanding principal balance of the Term Loans shall not less than exceed $25,000,000 individually (or 900,000,000. Each such lesser amount which shall borrowing of Additional Term Loans must be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess aggregate minimum amounts of $25,000,000. Each such notice shall specify ; provided that (Aa) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (each an “Increased Amount Date”b) on which the Borrower proposes that the New Term Commitments Representative shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is have delivered to the Administrative Agent and (B) a certificate in the identity form of each Lender Exhibit D-1 hereto signed by the chief financial officer or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom treasurer of the Borrower proposes any portion of such New Term Commitments be allocated Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion 10.11 as of the New Term Commitments may elect or decline, in its sole discretion, to provide last day of the most recently ended fiscal quarter for which financial statements are available and determined on a New Term Commitment. Such New Term Commitments shall become effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or pro forma basis after giving effect to any such New requested making of Additional Term Commitments; Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (2) assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to the such requested making of Additional Term Loans and, if applicable, such increase in the Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any New other Loan Document, and that after taking into account such requested making of Additional Term Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and (e) in the event that, in the case of a request for Additional Term Loans, each Term Loan Lender does not elect to make an Additional Term Loan, the Joint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the conditions set forth in Section 3.02 making of Additional Term Loans, changes shall be satisfied; made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (3) it being understood that the Borrower Administrative Agent shall execute any such supplement, amendment or restatement as may be reasonably requested by the Borrowers and necessary or desirable in connection with the making of Additional Term Loans permitted pursuant to this §3.7). The fees payable by the Borrowers upon the making of Additional Term Loans shall be agreed upon by the Joint Lead Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in pro forma compliance with each of the covenants set forth in Section 5.04, calculated this §3.7 shall constitute or be deemed to constitute an agreement by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant any Lender to Section 5.03(b)(iii) or (c)(ii) and giving pro forma effect to any acquisition consummated with the proceeds of any New make Additional Term Commitments established on the Increased Amount Date as though such acquisition had been consummated as of the first day of the fiscal period covered by such financial statements and (y)Loans.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Life Storage Lp)
