Amount and Terms of Credit. 2.1 The Commitments (a) Extended Term B Dollar Loans, Non-Extended Term B Dollar Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans. (i) Subject to the terms and conditions hereof and in the Third Amendment, each Converting Term Loan Lender and Additional Term Loan Lender agreed to convert or make a loan in Dollars (collectively, the “Existing Term B Dollar Loans”) to the Borrower on the Third Amendment Effective Date in the aggregate principal amount of such Lender’s Term B Dollar Commitment. The Borrower, the Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, of the same Type. (A) The Borrower shall have the right any time on the Eleventh Amendment Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists and is continuing, (y) the Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document), to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such term loans to the Borrower, Additional Term Loans in Dollars or Euros (in maximum amounts described below), which loans may be incurred as one or more tranches of additional term loans as determined by Administrative Agent in an aggregate principal amount not to exceed $1,150,000,000, so long as the proceeds of such Additional Term Loans are used in accordance with Section 6.8(e). Notwithstanding the foregoing, clauses (x) and (y) of this Section 2.1(a)(ii)(A) shall not be applicable to the making of the 2014-1 Additional Term Loans to fund the Rockwood Acquisition or the Other Debt Refinancing. (B) In the event that the Borrower desires to incur Additional Term Loans, the 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 Loans, which amendment shall set forth any terms and conditions of the Additional Term Loans not covered by this Agreement as agreed by the Borrower and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Term Notes for purposes of this Agreement) and for such reaffirmations of or amendments to Security Documents as Administrative Agent may reasonably require, with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contrary.
Appears in 3 contracts
Samples: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Amount and Terms of Credit. 2.1 The 1.1 Revolving Commitments; Term Loan Commitments.
(a) Extended Term B Dollar Subject to and upon the terms and conditions set forth herein, each Revolver Lender severally agrees to make a revolving loan or revolving loans to Workflow, which revolving loans shall be made and maintained in Dollars (each a “Revolving Loan” and, collectively, the “Revolving Loans”), Non-Extended Term B Dollar which Revolving Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans.:
(i) Subject shall be made at any time and from time to time on and after the Effective Date and prior to the terms Final Maturity Date;
(ii) shall, at the option of Workflow, be incurred and conditions hereof and in the Third Amendmentmaintained as, each Converting Term Loan Lender and Additional Term Loan Lender agreed to convert or make a loan in Dollars (collectively, the “Existing Term B Dollar Loans”) to the Borrower on the Third Amendment Effective Date in the aggregate principal amount of such Lender’s Term B Dollar Commitment. The Borrower, the Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans shall be denominated in Dollars, shall be maintained as and/or converted into into, Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2015 Extended Term B Dollar Eurodollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, provided that except as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely all Revolving Loans comprising the same Borrowing shall be of 2015 Extended Term B Dollar the same Type;
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) shall not be made (or be required to be made) by any Revolver Lender on any date if, after giving effect thereto, the Revolving Credit Exposure of such Revolver Lender would exceed the Revolving Commitment of such Lender at such time; provided, however, that, subject to the limitations set forth in Section 1.01(d), the aggregate outstanding Swingline Loans plus all outstanding Revolving Loans made by Fleet may exceed its Revolving Commitment then in effect;
(v) shall not, in the case of all Revolving Loans, Series 2 Extended be made at any time if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Commitment at such time; and
(vi) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Borrowing Base at such time.
(b) Subject to and upon the terms and conditions set forth herein, each Term B Dollar A Lender severally agrees to make term loans to Workflow in the amount of its Term A Loan Commitment, which term loans shall be made and maintained in Dollars (each a “Term A Loan” and collectively, the “Term A Loans”), which Term A Loans:
(i) shall be made on the Effective Date; and
(ii) shall, at the option of Workflow, be incurred and maintained as, and/or converted into, Base Rate Loans or 2015 Non-Extended Term B Dollar Eurodollar Loans, provided that except as applicableotherwise specifically provided herein, all Term A Loans comprising the same Borrowing shall be of the same Type.
(Ac) The Borrower shall have Subject to and upon the right any time on the Eleventh Amendment Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists terms and is continuing, (y) the Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant conditions set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document)herein, to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree Term B Lender severally agrees to make such term loans to Workflow on the BorrowerEffective Date in the amount of its Term B Loan Commitment, Additional Term Loans which term loans shall be made and maintained in Dollars (each a “Term B Loan” and collectively, the “Term B Loans”).
(A) Subject to and upon the terms and conditions set forth herein, Fleet in its individual capacity agrees to make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or Euros revolving loans to Workflow (in maximum amounts described beloweach a “Swingline Loan” and, collectively, the “Swingline Loans”), which loans Swingline Loans:
(i) shall be made and maintained in Dollars and as Base Rate Loans;
(ii) may be incurred as one or more tranches of additional term loans as determined by Administrative Agent in an aggregate principal amount not to exceed $1,150,000,000, so long as the proceeds of such Additional Term Loans are used repaid and reborrowed in accordance with Section 6.8(e). Notwithstanding the foregoing, clauses provisions hereof;
(x) and (y) of this Section 2.1(a)(ii)(Aiii) shall not be applicable made (or required to be made) on any date if, after giving effect thereto, the making of Aggregate Revolving Credit Exposure would exceed the 2014-1 Additional Term Loans Total Revolving Commitment at such time;
(iv) shall not be made (or required to fund be made) on any date if, after giving effect thereto, the Rockwood Acquisition or Aggregate Revolving Credit Exposure would exceed the Other Debt RefinancingBorrowing Base at such time; and
(v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount.
(B) In Fleet shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless Fleet has entered into arrangements satisfactory to it and Workflow to eliminate Fleet’s risk with respect to the event that the Borrower desires to incur Additional Term Defaulting Lender’s or Lenders’ participation in such Swingline Loans, the Borrower will enter into an amendment with the lenders (who shall including by execution thereof become Lenders hereunder if not theretofore Lenders) to provide for cash collateralizing each such Additional Term Loans, which amendment shall set forth any terms and conditions Defaulting Lender’s Dollar Percentage of the Additional Term Loans outstanding Swingline Loans. Fleet will not covered by this Agreement as agreed by the Borrower and such Lendersmake a Swingline Loan after it has received written notice from Workflow, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Term Notes for purposes of this Agreement) and for such reaffirmations of or amendments to Security Documents as Administrative Agent may reasonably require, with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the any other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) Credit Party or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contrary.Required Lenders stating that a Default or an Event of Default exists until such time as
Appears in 1 contract
Amount and Terms of Credit. 2.1 The Commitments
(a) Extended Term B Dollar Loans, Non-Extended Term B Dollar Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans.
(i) Subject to the terms and conditions hereof and in the Third Amendment, each Converting Term Loan Lender and Additional Term Loan Lender agreed to convert or make a loan in Dollars (collectively, the “Existing Term B Dollar Loans”) to the Borrower on the Third Amendment Effective Date in the aggregate principal amount of such Lender’s Term B Dollar Commitment. The Borrower, the Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans shall be 77 denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, of the same Type.
(A) The Borrower shall have the right any time on the Eleventh Amendment Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists and is continuing, (y) the Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document), to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such term loans to the Borrower, Additional Term Loans in Dollars or Euros (in maximum amounts described below), which loans may be incurred as one or more tranches of additional term loans as determined by Administrative Agent in an aggregate principal amount not to exceed $1,150,000,000, so long as the proceeds of such Additional Term Loans are used in accordance with Section 6.8(e). Notwithstanding the foregoing, clauses (x) and (y) of this Section 2.1(a)(ii)(A) shall not be applicable to the making of the 2014-1 Additional Term Loans to fund the Rockwood Acquisition or the Other Debt Refinancing.
(B) In the event that the Borrower desires to incur Additional Term Loans, the 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 Loans, which amendment shall set forth any terms and conditions of the Additional Term Loans not covered by this Agreement as agreed by the Borrower and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Term Notes for purposes of this Agreement) and for such reaffirmations of or amendments to Security Documents as Administrative Agent may reasonably require, with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contrary.
Appears in 1 contract
Samples: Credit Agreement
Amount and Terms of Credit. 2.1 The Commitments
(a) Extended Term B Dollar Loans, Non-Extended Term B Dollar Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans.
(i) Subject to the terms and conditions hereof and in the Third Amendment, each Converting Term Loan Lender and Additional Term Loan Lender agreed to convert or make a loan in Dollars (collectively, the “Existing Term B Dollar Loans”) to the Borrower on the Third Amendment Effective Date in the aggregate principal amount of such Lender’s Term B Dollar Commitment. The Borrower, the Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, of the same Type.
(A) The Borrower shall have the right any time on the Eleventh Amendment Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists and is continuing, (y) the Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document), to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such term loans to the Borrower, Additional Term Loans in Dollars or Euros (in maximum amounts described below), which loans may be incurred as one or more tranches of additional term loans as determined by Administrative Agent in an aggregate principal amount not to exceed $1,150,000,000, so long as the proceeds of such Additional Term Loans are used in accordance with Section 6.8(e). Notwithstanding the foregoing, clauses (x) and (y) of this Section 2.1(a)(ii)(A) shall not be applicable to the making of the 2014-1 Additional Term Loans to fund the Rockwood Acquisition or the Other Debt Refinancing.
(B) In the event that the Borrower desires to incur Additional Term Loans, the 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 Loans, which amendment shall set forth any terms and conditions of the Additional Term Loans not covered by this Agreement as agreed by the Borrower and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Term Notes for purposes of this Agreement) and for such reaffirmations of or amendments to Security Documents as Administrative Agent may reasonably require, with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Huntsman CORP)
Amount and Terms of Credit. 2.1 The 2.1. Commitments.
(a) Extended Term B Dollar Loans, Non-Extended Term B Dollar Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans[Reserved].
(ia) Subject to and upon the terms and conditions hereof and in the Third Amendmentherein set forth, (i) each Converting Lender having a Tranche B- 2 Term Loan Lender and Additional Term Loan Lender agreed Commitment severally agrees to convert or make to the Borrower a loan or loans denominated in Dollars (collectivelytogether with each Term Loan converted from a Converted Tranche B-1 Term Loan pursuant to clause (ii) below, the a “Existing Tranche B-2 Term B Dollar LoansLoan”) to the Borrower on the Third Amendment No. 2 Effective Date equal to its Tranche B-2 Term Loan Commitment on the Amendment No. 2 Effective Date and (ii) each Converted Tranche B-1 Term Loan shall be converted into a Tranche B-2 Term Loan of each Amendment No. 2 Consenting Lender effective as of the Amendment No. 2 Effective Date in a principal amount equal to the aggregate principal amount of such Amendment No. 2 Consenting Lender’s Converted Tranche B-1 Term B Dollar CommitmentLoan immediately prior to such conversion; provided that the Tranche B-2 Term Loans shall initially consist of LIBOR Rate Loans with an Interest Period commencing on the Amendment No. The Borrower2 Effective Date and ending on December 16, 2013 and the Extended LIBOR Rate with respect to such Interest Period shall be calculated based on an Interest Period term of one month. All such Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making Loans made by each of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2015 Extended Term B Dollar Loans of the same Type and may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed.
(i) Subject to and upon the terms and conditions herein set forth, each Lender having a Tranche R- 1 Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “Tranche R-1 Revolving Credit Loan” and, collectively, the “Tranche R-1 Revolving Credit Loans”) to the Borrower which Tranche R-1 Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Amendment No. 2 Effective Date and prior to the Tranche R-1 Revolving Credit Maturity Date, Series 2 Extended Term B Dollar (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or 2015 Non-Extended Term B Dollar LIBOR Revolving Credit Loans; provided that all Tranche R-1 Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, as applicableunless otherwise specifically provided herein, consist entirely of Tranche R-1 Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Tranche R-1 Revolving Credit Exposure at such time exceeding such Lender’s Tranche R-1 Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Tranche R-1 Revolving Credit Exposures at such time exceeding the aggregate Tranche R-1 Revolving Credit Commitment then in effect.[Reserved].
(ii) Subject to and upon the terms and conditions herein set forth, each Lender having a Tranche R-2 Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “Tranche R- 2 Revolving Credit Loan” and, collectively, the “Tranche R-2 Revolving Credit Loans”) to the Borrower which Tranche R-2 Revolving Credit Loans (A) The Borrower shall have the right be made at any time and from time to time on and after the Eleventh Amendment No. 2 Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists and is continuingprior to the Tranche R-2 Revolving Credit Maturity Date, (yB) may, at the option of the Borrower shall have delivered to Administrative Agent a Compliance Certificate for be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that all Tranche R-2 Revolving Credit Loans made by each of the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered Lenders pursuant to Section 7.1the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche R-2 Revolving Credit Loans of the same Type, (C) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document), to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such term loans to the Borrower, Additional Term Loans in Dollars or Euros (in maximum amounts described below), which loans may be incurred as one or more tranches of additional term loans as determined by Administrative Agent in an aggregate principal amount not to exceed $1,150,000,000, so long as the proceeds of such Additional Term Loans are used repaid and reborrowed in accordance with Section 6.8(e). Notwithstanding the foregoingprovisions hereof, clauses (xD) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Tranche R-2 Revolving Credit Exposure at such time exceeding such Lender’s Tranche R-2 Revolving Credit Commitment at such time and (y) of this Section 2.1(a)(ii)(AE) shall not be applicable not, after giving effect thereto and to the making application of the 2014-1 Additional Term Loans to fund proceeds thereof, result at any time in the Rockwood Acquisition or the Other Debt Refinancing.
(B) In the event that the Borrower desires to incur Additional Term Loans, the 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 Loans, which amendment shall set forth any terms and conditions aggregate amount of the Additional Term Loans not covered by this Agreement as agreed by Lenders’ Tranche R-2 Revolving Credit Exposures at such time exceeding the Borrower and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Term Notes for purposes of this Agreement) and for such reaffirmations of or amendments to Security Documents as Administrative Agent may reasonably require, with such amendment to be aggregate Tranche R-2 Revolving Credit Commitment then in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contraryeffect.
Appears in 1 contract
Samples: Amendment No. 6 (Intelsat S.A.)
Amount and Terms of Credit. 2.1 The Commitments
(a) Extended Term B Dollar Loans, Non-Extended Term B Dollar Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans.
(i) Subject to and upon the terms and conditions hereof and in the Third Amendmentset forth herein (including, without limitation, Section 5.01(g)), each Converting Lender with a Term Loan Lender and Additional Term Loan Lender agreed Commitment severally agrees to convert or make a term loan in Dollars or term loans (each, a “Term Loan” and, collectively, the “Existing Term B Dollar Loans”) to the Borrower, which Term Loans (i) shall be incurred by the Borrower pursuant to a single borrowing on the Third Amendment Effective Date in the aggregate principal amount of such Lender’s Term B Dollar Commitment. The Borrower, the Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans (ii) shall be denominated in Dollars, shall (iii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereofEurodollar Loans, provided, provided that all 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, shall at all times be of the same Type, (iv) shall not exceed for any Lender, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Lender at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)), and (v) shall not exceed, in initial aggregate principal amount, that amount which equals the Total Term Loan Commitment at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid or prepaid, Term Loans incurred hereunder may not be re-borrowed.
(Ab) The Borrower shall have Subject to and upon the right terms and conditions set forth herein, each RL Lender severally agrees, at any time on and from time to time after the Eleventh Amendment Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists and is continuing, (y) prior to the Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document)Revolving Credit Maturity Date, to incur from one make a revolving loan or more existing Lenders and/or other Persons that are Eligible Assignees and whichrevolving loans (each, in each casea “Revolving Loan” and, agree to make such term loans collectively, the “Revolving Loans”) to the Borrower, Additional Term which Revolving Loans (i) shall be denominated in Dollars Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Euros Eurodollar Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (in maximum amounts described below), which loans iii) may be incurred as one or more tranches of additional term loans as determined by Administrative Agent repaid and re-borrowed at any time in an accordance with the provisions hereof, (iv) shall not exceed for any RL Lender at any time outstanding that aggregate principal amount not which, when added to exceed $1,150,000,000, so long as such RL Lender’s RL Percentage of the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Revolving Loan Commitment of such Additional Term Loans are used in accordance with Section 6.8(e). Notwithstanding the foregoingRL Lender at such time, clauses (x) and (y) of this Section 2.1(a)(ii)(Av) shall not be applicable exceed at any time outstanding that aggregate principal amount which, when added to all Letter of Credit Outstandings at such time, equals the making of the 2014-1 Additional Term Loans to fund the Rockwood Acquisition or the Other Debt RefinancingTotal Revolving Loan Commitment at such time.
(Bc) In Subject to and upon the event that the Borrower desires to incur Additional Term Loans, the 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 Loans, which amendment shall set forth any terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of the Additional Incremental Term Loans not covered by this Agreement as agreed by severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the Borrower and such Lenders“Incremental Term Loans”) to the Borrower, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional which Incremental Term Loans (i) shall be incurred pursuant to a single borrowing on each respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that all Incremental Term Loans of a given Tranche comprising the same Borrowing shall at all times be of the same Type, and (iv) shall not exceed for any Incremental Term Loan Lender, in initial aggregate principal amount, that amount which notes shall constitute equals the Incremental Term Notes for purposes Loan Commitment of this Agreement) and such Incremental Term Loan Lender for such reaffirmations Tranche at the time of or amendments incurrence thereof (before giving effect to Security Documents as Administrative Agent any reductions thereto on such date pursuant to Section 3.03(d)). Once repaid, Incremental Term Loans may reasonably require, with such amendment to not be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contraryreborrowed.
Appears in 1 contract
Samples: Credit Agreement (Usi Holdings Corp)
Amount and Terms of Credit. 2.1 The Commitments
(a) Extended Term B Dollar Loans, Non-Extended Term B Dollar Loans, 2015 Extended Term B Dollar Loans and 2015 Non-Extended Term B Dollar Loans.
(i) Subject to and upon the terms and conditions hereof and in the Third Amendmentset forth herein, each Converting Lender with a Term Loan Lender and Additional Term Loan Lender agreed Commitment severally agrees to convert or make a term loan in Dollars or term loans (each, a “Term Loan” and, collectively, the “Existing Term B Dollar Loans”) to the Borrower, which Term Loans (i) shall be incurred by the Borrower pursuant to a single borrowing on the Third Amendment Effective Date in the aggregate principal amount of such Lender’s Term B Dollar Commitment. The Borrower, the Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders and Non-Extended Term B Dollar Lenders acknowledge the making of the Existing Term B Dollar Loans under this Agreement and agree that, to the extent outstanding on the Seventh Amendment Effective Date, the Existing Term B Dollar Loans shall continue to be outstanding as Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. In addition, the Borrower, the 2015 Extended Term B Dollar Lenders and the 2015 Non-Extended Term B Dollar Lenders agree that, to the extent outstanding on the Fourteenth Amendment Effective Date, the Term B Dollar Loans shall continue to be outstanding as 2015 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, under this Agreement and the other Loan Documents. No amount of a Term B Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans (ii) shall be denominated in Dollars, shall (iii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereofEurodollar Loans, provided, provided that all 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans, 2015 Non-Extended Term B Dollar Loans, as applicable, made by the 2015 Extended Term B Dollar Lenders, Series 2 Extended Term B Dollar Lenders or 2015 Non-Extended Term B Dollar Lenders, as applicable, pursuant to Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2015 Extended Term B Dollar Loans, Series 2 Extended Term B Dollar Loans or 2015 Non-Extended Term B Dollar Loans, as applicable, shall at all times be of the same Type, (iv) shall not exceed for any Lender, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Lender at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)), and (v) shall not exceed, in initial aggregate principal amount, that amount which equals the Total Term Loan Commitment at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid or prepaid, Term Loans incurred hereunder may not be re-borrowed.
(Ab) The Borrower shall have Subject to and upon the right terms and conditions set forth herein, each RL Lender severally agrees, at any time on and from time to time after the Eleventh Amendment Effective Date (so long as (x) no Unmatured Event of Default or Event of Default then exists and is continuing, (y) prior to the Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) on a Pro Forma Basis for such incurrence and evidencing compliance with the covenant set forth in Article IX) and (z) such incurrence is not prohibited by the terms of any Public Note Document)Revolving Credit Maturity Date, to incur from one make a revolving loan or more existing Lenders and/or other Persons that are Eligible Assignees and whichrevolving loans (each, in each casea “Revolving Loan” and, agree to make such term loans collectively, the “Revolving Loans”) to the Borrower, Additional Term which Revolving Loans (i) shall be denominated in Dollars Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Euros Eurodollar Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (in maximum amounts described below), which loans iii) may be incurred as one or more tranches of additional term loans as determined by Administrative Agent repaid and re-borrowed at any time in an accordance with the provisions hereof, (iv) shall not exceed for any RL Lender at any time outstanding that aggregate principal amount not which, when added to exceed $1,150,000,000, so long as such RL Lender’s RL Percentage of the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Revolving Loan Commitment of such Additional Term Loans are used in accordance with Section 6.8(e). Notwithstanding the foregoingRL Lender at such time, clauses (x) and (y) of this Section 2.1(a)(ii)(Av) shall not be applicable exceed at any time outstanding that aggregate principal amount which, when added to all Letter of Credit Outstandings at such time, equals the making of the 2014-1 Additional Term Loans to fund the Rockwood Acquisition or the Other Debt RefinancingTotal Revolving Loan Commitment at such time.
(B) In the event that the Borrower desires to incur Additional Term Loans, the 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 Loans, which amendment shall set forth any terms and conditions of the Additional Term Loans not covered by this Agreement as agreed by the Borrower and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Term Notes for purposes of this Agreement) and for such reaffirmations of or amendments to Security Documents as Administrative Agent may reasonably require, with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, Section 12.1, to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Usi Holdings Corp)
