Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies; (b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%. (c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base; (e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base; (g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein); (h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; (j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; (m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and (n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp), Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.510.0% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Performing Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00 shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(k) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(kl) [Intentionally Omitted];
(m) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to Performing PIK Obligations, Performing DIP Loans and Performing Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(mn) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(no) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(p) the contribution to the Borrowing Base of Eligible Portfolio Investments consisting of Canadian Issuers in the aggregate shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the contribution to the Borrowing Base of Eligible Portfolio Investments consisting of Canadian Issuers to the extent such portion would otherwise exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor)) and (ii) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such, to be so removed to effect such reduction. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies; provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day);
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (ii4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 6570% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6570% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(hg) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(ih) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(ji) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(kj) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(lk) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 2015% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2015% of the Borrowing Base;
(ml) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(nm) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) : the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies;
; provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (b) for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (ii4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.
(c) ; if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) ; the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 252025% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 252025% of the Borrowing Base;
(e) ; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 6570% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6570% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any cash held by the Administrative Agent pursuant to Section 2.04(k)) by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 20 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such the Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or (ii) 10issued by a single Portfolio Company exceeding 6% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause subclause shall be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate;
(iic) the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%.
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 that are Performing PIK Obligations or Performing DIP Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2510% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government Securities and Performing First Lien Credit Facility Loans shall be at least 35% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Securities, Performing First Lien Bank Credit Facility Loans, Performing Second Lien Credit Facility Loans, Performing Last Out Loans or Performing Covenant-Lite Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 2050% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and Base;
(h) the portion of the Borrowing Base shall be reduced by removing attributable to Eligible Portfolio Investments therefrom (but in each of the Industry Classification Groups that are part of the Second Largest Classification Group and the Third Largest Classification Group shall, in each case, not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base Group and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but Second and Third Largest Classification Groups) shall, in each case, not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) shall not exceed 5 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 1520% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2010% of the Borrowing Base;
(m) if at any time the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in a Permitted Foreign Jurisdiction shall not exceed 15% of the Borrowing Base;
(n) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater Leverage Ratio of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt all Eligible Legacy Portfolio Investments therefrom (but excluding Eligible Legacy Portfolio Investments with negative EBITDA) shall not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% than 4.75 (subject to all other constraints, limitations and restrictions set forth herein); provided, that the constraints contained in this paragraph (n) shall not apply at such time as (i) the portion of the Borrowing Base attributable to Eligible Legacy Portfolio Investments is less than 25% or (ii) the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch);
(o) the portion of the Borrowing Base attributable to Eligible Legacy Portfolio Investments issued by one or more Portfolio Companies with (i) a trailing twelve-month total debt to EBITDA ratio of greater than 6.00 to 1.00 or (ii) with negative EBITDA shall not exceed 15% of the Borrowing Base; provided, that the constraints contained in this paragraph (o) shall not apply at such time as (i) the portion of the Borrowing Base attributable to Eligible Legacy Portfolio Investments is less than 25% or (ii) the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch);
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments, Performing Second Lien Credit Facility Loans (provided that, solely for the purposes of determining Second Lien Credit Facility Loans for this clause (p), the second proviso of the definition of First Lien Credit Facility Loan shall be disregarded) and Performing Subordinated Covenant-Lite Loans shall not exceed 50% of the Borrowing Base; provided, that the constraints contained in this paragraph (p) shall not apply at such time the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch); and
(nq) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, portion of the Borrowing Base shall be reduced by removing Debt attributable to Eligible Portfolio Investments therefrom that are Performing Mezzanine Investments shall not exceed 35% of the Borrowing Base; provided, that the constraints contained in this paragraph (but q) shall not from apply at such time the Collateral) to Borrower obtains and for so long as the extent necessary to cause the Weighted Average Floating Spread to be Borrower maintains a credit rating of at least 4.5% BBB- from S&P (subject to all other constraints, limitations and restrictions set forth hereinor equivalent rating from Xxxxx’x or Fitch). For all purposes of this Section 5.13, (A) all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor)) and (B) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens, (ii) such Investment is Transferable and (iii) such Investment meets all of the other criteria set forth on Schedule 1.01(c) hereto. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum without duplication of (i) the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction (the amount calculated in this clause (i) as adjusted pursuant to the proviso below, the “Unadjusted Borrowing Base”) plus (ii) solely from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, the Borrowing Base Flex; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Unadjusted Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Unadjusted Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503490, the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Unadjusted Borrowing Base to be no greater than 2950 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Unadjusted Borrowing Base;
(e) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions) shall not exceed 6540% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6540% of the Unadjusted Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution shall not exceed 35% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed 30%;
(f) if at any time the portion of Weighted Average Recurring Revenue Ratio is greater than 2.40 to 1.00, the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of necessary to cause the Borrowing BaseWeighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein);
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75 to 1.00, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;
(h) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Unadjusted Borrowing Base;
(i) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Unadjusted Borrowing Base) exceeds five (5) 5.0 years, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments that are Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Unadjusted Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Unadjusted Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted Borrowing Base;
(l) the portion of the Unadjusted Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Unadjusted Borrowing Base; provided, that the portion of the Unadjusted Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate RateBenchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5%, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate Ratethe Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(o) the portion of this Section 5.13the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 65% of the Unadjusted Borrowing Base, all and the Unadjusted Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Companies Investments that are not Low Risk Assets so that the portion of the Unadjusted Borrowing Base attributable to Low Risk Assets will be at least 65% of the Unadjusted Borrowing Base;
(p) no portion of the Unadjusted Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) [reserved];
(r) to the extent that the fair value of the No External Review Assets included in the Unadjusted Borrowing Base exceeds 10% of the Unadjusted Borrowing Base (without taking into account any No External Review Assets), the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Unadjusted Borrowing Base would otherwise exceed 10% of the Unadjusted Borrowing Base;
(s) the portion of the Unadjusted Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Foreign Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted Borrowing Base;
(t) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions), Last Out Loans or Second Lien Bank Loans shall not exceed 20% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Unadjusted Borrowing Base; and
(u) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 40% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 40% of the Unadjusted Borrowing Base; provided that the contribution to the Unadjusted Borrowing Base of Eligible Portfolio Investments that are Affiliates LTV Transactions shall at no time exceed the aggregate contribution to the Unadjusted Borrowing Base of one another (x) Eligible Portfolio Investments that are First Lien Bank Loans (including Covenant-Lite Loans that are First Lien Bank Loans and excluding LTV Transactions), plus (y) Cash and Cash Equivalents plus (z) Long-Term U.S. Government Securities; provided further that the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be treated as a single reduced by removing Eligible Portfolio Company Investments that are Real Estate LTV Transactions therefrom (unless but not from the Collateral) to the extent such Portfolio Companies are Affiliates of one another solely because they are under the common Control portion would otherwise exceed 10% of the same private equity sponsor or similar sponsor)Unadjusted Borrowing Base; provided further that, (x) Recurring Revenue Transactions in the aggregate shall not exceed 25% of the Unadjusted Borrowing Base and (y) ABL Transactions in the aggregate shall not exceed 20% of the Unadjusted Borrowing Base; and provided further that the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Recurring Revenue Transactions that are Last Out Loans shall not exceed 6.25% of the Unadjusted Borrowing Base. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such all Eligible Portfolio Investments in a single issuer that exceeds either (ix) at any time the Asset Coverage Ratio is equal to or greater than 1.75 to 1.00, 10% of the Obligors’ Net Worth and (y) at any time the Asset Coverage Ratio is less than 1.75 to 1.00, 7.5% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate)Worth, shall in each case be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 6525% of the Borrowing Base and Base; provided that, solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base shall be reduced by removing attributable to Eligible Portfolio Investments therefrom (but that are Performing Covenant-Lite Loans shall not from the Collateral) to the extent such portion would otherwise exceed 655% of the Borrowing Base;
(fd) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 20(x) at any time the Asset Coverage Ratio is equal to or greater than 1.75 to 1.00 and the Borrowing Base is equal to or greater than 150% of the Covered Debt Amount, 35% of the Borrowing Base and (y) at any time the Asset Coverage Ratio is less than 1.75 to 1.00 or the Borrowing Base shall be reduced to is less than 150% of the extent such portion would otherwise exceed 20Covered Debt Amount, 25% of the Borrowing Base;
(ge) if at any time the Weighted Average Leverage Ratio is greater than 4.5, no portion of the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom attributable to any (but not from x) Equity Interests (other than Preferred Stock and C&K Equity Interests), (y) warrants, options or other rights for the Collateralpurchase or acquisition of Equity Interests or (z) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein)securities convertible into or exchangeable for shares of Equity Interests;
(hf) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed (x) at any time the Asset Coverage Ratio is equal to or greater than 1.75 to 1.00, 25% of the Borrowing Base and (y) at any time the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) Asset Coverage Ratio is less than 1.75 to the extent such portion would otherwise exceed 251.00, 20% of the Borrowing Base;
(ig) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and Base;
(h) (x) the portion of the Borrowing Base shall be reduced by removing attributable to Eligible Portfolio Investments therefrom in Energy Industry Classification Group shall not exceed 7.5% of the Borrowing Base, and (but y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not from the Collateral) to the extent such portion would otherwise exceed 157.5% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions may be excluded from such calculations;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2015% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is shall not be less than the greater of (i) 87% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is shall not be less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) the Weighted Average Recurring Revenue Ratio shall not exceed 2.40 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein);
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 10% of the Borrowing Base;
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are ABL Transactions that would otherwise be Defaulted Obligations but for the operation of clause (d)(ii)(y) of the definition of “Defaulted Obligations” shall not exceed 5% of the Borrowing Base;
(r) the Weighted Average Leverage Ratio shall not be greater than (x) at any time up to and including September 30, 2021, 5.00 to 1.00 and (y) at any time thereafter, 4.75:1.00 (in each case subject to all other constraints, limitations and restrictions set forth herein); provided, further that LTV Transactions shall be excluded from such calculations; and
(s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 25% of the Borrowing Base. For all purposes of this Section 5.13, (i) all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (First Eagle Alternative Capital BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Performing Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments issued by a Portfolio Company with a maturity trailing twelve month total debt to EBITDA ratio of greater than 7 years 5.75 shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) Advance Rates of the Value of each Eligible Portfolio Investment by (y) included in Revolver First Priority Collateral plus the applicable Advance Rate; Agreed Portion of Adjusted EBITDA of American Capital, LLC plus the Agreed Portion of Shared Cash, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 6% of the aggregate Value of all Eligible Portfolio Investments in their entirety the Revolver First Priority Collateral as of the end of the most recent quarter, shall be 050% at any of the otherwise applicable Advance Rate; provided that, one such group (as selected by the Borrower from time when to time) may not be subject to the Borrowing Base is composed entirely foregoing limitation until it exceeds 8% of Eligible the aggregate Value of all Portfolio Investments issued by less than 15 different Portfolio Companies;in the Revolver First Priority Collateral.
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the aggregate Value of such Eligible the Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth all issuers in a consolidated group of corporations or (ii) 10other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for Revolver First Priority Collateral as of the avoidance end of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), most recent quarter shall be 0%.
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) Advance Rate applicable to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the that portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% aggregate Value of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15that exceeds 25% of the Borrowing Base and aggregate Value of all Portfolio Investments in the Borrowing Base Revolver First Priority Collateral as of the end of the most recent quarter shall be reduced by removing Eligible 0%; provided that, such limit shall be 30% in the case of Portfolio Investments therefrom in one Industry Classification Group specified by the Borrower from time to time in its sole discretion.
(but d) for purposes of calculating the limitations set forth in clauses (a), (b) and (c) above, Cash and Cash Equivalents (including U.S. Government and Agency Securities) comprising more than 10% of Revolver First Priority Collateral shall not from be counted in Revolver First Priority Collateral.
(e) the Collateral) foregoing limitations shall not apply to the Borrower’s investment in American Capital, LLC. To the extent such portion that the Value of American Capital, LLC and its subsidiaries determined in accordance with this Section 5.13 would otherwise exceed 1535% of the aggregate Value of the Borrowing Base;
(j) if at any time , the weighted average maturity amount in excess of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent 35% shall not be included in the Borrowing Base) exceeds five (5) years, . No Portfolio Investment may be included in the Borrowing Base shall be reduced by removing Debt Eligible until such time as such Portfolio Investments therefrom Investment has been Delivered (but not from as defined in the CollateralGuarantee and Security Agreement) to the extent necessary Collateral Agent as a part of the Revolver First Priority Collateral, and then only for so long as such Portfolio Investment continues to cause be Delivered as contemplated therein (it being understood that any Portfolio Investment shall continue to be Delivered in connection with any escrowed release of such Collateral pursuant to Section 6.12(e) of the weighted average maturity Collateral Agency Agreement); provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all Debt Eligible remaining actions to complete “Delivery” are satisfied within seven days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent and each Lender at the times as provided in Sections 4.01(k), 5.01(d), 5.01(e) and 6.05(b); provided that, for purposes of computing the Borrowing Base, the Values of the Portfolio Investments included in the Revolver First Priority Collateral will be updated in accordance with the valuation covenants set forth in Section 5.12 and this Section 5.13 not later than (i) May 15, August 15, and November 15 for the quarters ending March 31, June 30, and September 30, respectively, and (ii) March 15 for the prior fiscal year; and provided; further, that the Borrower shall not be required to deliver a separate Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(k) Certificate for the portion last month of each of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% first three quarters of each year, so long as the Borrowing Base and Borrower has delivered the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateralcertificate required under Section 5.01(c) to the extent Administrative Agent and each Lender at the times as provided in such portion would otherwise exceed 15% section. The Borrower shall report the Term Loan Borrowing Base calculations to the Lenders at the time such calculations are required to be reported to the Term Loan Lenders. For the avoidance of doubt, to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions. For the avoidance of doubt, any Portfolio Investment that does not have an “Advance Rate” specified below shall not constitute part of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Capital, LTD)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum without duplication of (i) the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction (the amount calculated in this clause (i) as adjusted pursuant to the proviso below, the “Unadjusted Borrowing Base”) plus (ii) solely from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, the Borrowing Base Flex; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Unadjusted Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Unadjusted Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503490, the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Unadjusted Borrowing Base to be no greater than 2950 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Unadjusted Borrowing Base;
(e) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions) shall not exceed 6540% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6540% of the Unadjusted Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution shall not exceed 35% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed 30%;
(f) if at any time the portion of Weighted Average Recurring Revenue Ratio is greater than 2.40 to 1.00, the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of necessary to cause the Borrowing BaseWeighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein);
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75 to 1.00, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;
(h) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Unadjusted Borrowing Base;
(i) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Unadjusted Borrowing Base) exceeds five (5) 5.0 years, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments that are Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Unadjusted Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Unadjusted Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted Borrowing Base;
(l) the portion of the Unadjusted Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Unadjusted Borrowing Base; provided, that the portion of the Unadjusted Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(o) the portion of this Section 5.13the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 65% of the Unadjusted Borrowing Base, all and the Unadjusted Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Companies Investments that are not Low Risk Assets so that the portion of the Unadjusted Borrowing Base attributable to Low Risk Assets will be at least 65% of the Unadjusted Borrowing Base;
(p) no portion of the Unadjusted Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) [reserved];
(r) to the extent that the fair value of the No External Review Assets included in the Unadjusted Borrowing Base exceeds 10% of the Unadjusted Borrowing Base (without taking into account any No External Review Assets), the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Unadjusted Borrowing Base would otherwise exceed 10% of the Unadjusted Borrowing Base;
(s) the portion of the Unadjusted Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Foreign Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted Borrowing Base;
(t) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions), Last Out Loans or Second Lien Bank Loans shall not exceed 20% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Unadjusted Borrowing Base; and
(u) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 40% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 40% of the Unadjusted Borrowing Base; provided that the contribution to the Unadjusted Borrowing Base of Eligible Portfolio Investments that are Affiliates LTV Transactions shall at no time exceed the aggregate contribution to the Unadjusted Borrowing Base of one another (x) Eligible Portfolio Investments that are First Lien Bank Loans (including Covenant-Lite Loans that are First Lien Bank Loans and excluding LTV Transactions), plus (y) Cash and Cash Equivalents plus (z) Long-Term U.S. Government Securities; provided further that the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be treated as a single reduced by removing Eligible Portfolio Company Investments that are Real Estate LTV Transactions therefrom (unless but not from the Collateral) to the extent such Portfolio Companies are Affiliates of one another solely because they are under the common Control portion would otherwise exceed 10% of the same private equity sponsor or similar sponsor)Unadjusted Borrowing Base; provided further that, (x) Recurring Revenue Transactions in the aggregate shall not exceed 25% of the Unadjusted Borrowing Base and (y) ABL Transactions in the aggregate shall not exceed 20% of the Unadjusted Borrowing Base; and provided further that the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Recurring Revenue Transactions that are Last Out Loans shall not exceed 6.25% of the Unadjusted Borrowing Base. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained Advance Rates multiplied by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held by (ythe Administrative Agent pursuant to Section 2.05(k) or the applicable Advance Ratelast paragraph of Section 2.09(a)); provided that:that the following concentration limits shall be applied to the Borrowing Base calculation (without duplication and in the order applied by the Borrower or the Collateral Manager in its discretion):
(a) the Advance Rate applicable to that portion of the aggregate Aggregate Portfolio Value in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), that exceeds $5,000,000 shall be 0% of the Advance Rate otherwise applicable; provided that (i) with respect to the Eligible Portfolio Investments in a single Consolidated Group with the largest Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio CompanyConsolidated Groups, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5$7,000,000 shall be 0% of the Obligors’ Net Worth or Advance Rate otherwise applicable, (ii) 10% of with respect to the aggregate Eligible Portfolio Investments in a single Consolidated Group with the second largest Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubtall Consolidated Groups, the calculation Advance Rate applicable to that portion of the Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), such Eligible Portfolio Investments that exceeds $6,500,000 shall be 0%.
% of the Advance Rate otherwise applicable and (ciii) if at any time with respect to the weighted average Risk Factor Eligible Portfolio Investments in a single Consolidated Group with the third largest Value of all Eligible Portfolio Investments in all Consolidated Groups, the Borrowing Base (based on Advance Rate applicable to that portion of the fair value Value of such Eligible Portfolio Investments) Investments that exceeds 2950, the Borrowing Base $6,000,000 shall be reduced by removing Eligible Portfolio Investments therefrom 0% of the Advance Rate otherwise applicable; 84 Revolving Credit Agreement
(but not b) at any time following the earlier of (x) the date that is six months following the Effective Date and (y) the date the Uncalled Capital Pledge is released from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base Aggregate Portfolio Value attributable to Eligible Fixed Rate Portfolio Investments with (excluding that portion of the Fixed Rate Portfolio Investments subject to a Risk Factor higher than 3490 Hedging Agreement) shall not exceed 25% 10%;
(c) at any time following the earlier of (x) the Borrowing Base date that is six months following the Effective Date and (y) the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not date the Uncalled Capital Pledge is released from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) , the portion of the Borrowing Base Aggregate Portfolio Value attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans provide for Scheduled Payments of interest less frequently than on a quarterly basis shall not exceed 65% 20%;
(d) at any time following the earlier of (x) the Borrowing Base date that is six months following the Effective Date and (y) the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not date the Uncalled Capital Pledge is released from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) , the portion of the Borrowing Base Aggregate Portfolio Value attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of 20%; provided that, with respect to the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30%;
(but not e) at any time following the earlier of (x) the date that is six months following the Effective Date and (y) the date the Uncalled Capital Pledge is released from the Collateral) to , the extent such portion would otherwise exceed 15% of the Borrowing BaseAggregate Portfolio Value attributable to Eligible Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent;
(jf) if at any time following the weighted average maturity earlier of all Debt (x) the date that is six months following the Effective Date and (y) the date the Uncalled Capital Pledge is released from the Collateral, the portion of the Aggregate Portfolio Value attributable to Eligible Portfolio Investments other than First Lien Bank Loans shall not exceed 60%;
(based on g) at any time following the fair value earlier of such (x) the date that is six months following the Effective Date and (y) the date the Uncalled Capital Pledge is released from the Collateral, the portion of the Aggregate Portfolio Value attributable to Eligible Portfolio Investments to constituting First Lien or Second Lien High Yield Securities and Second Out Loans shall not exceed 20%;
(h) at any time following the extent included in earlier of (x) the Borrowing Basedate that is six months following the Effective Date and (y) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not date the Uncalled Capital Pledge is released from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five , (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(ki) the portion of the Borrowing Base Aggregate Portfolio Value attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years rating equal to (A) CCC+ by S&P or Caa1 by Xxxxx’x or (B) CCC by S&P or Caa2 by Xxxxx’x shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 830% and (ii) the one-month LIBO Rate plus 4.5%, portion of the Borrowing Base shall be reduced by removing Debt Aggregate Portfolio Value attributable to Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is with a rating less than 4.5CCC by S&P and Caa2 by Xxxxx’x shall not exceed 0%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:;
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (NF Investment Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503105, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 3105 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 6570% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6570% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate Noteless Assigned Loans shall not exceed 2025% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided, that the portion of the Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 40% of the Borrowing Base, and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 40% of the Borrowing Base;
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.0 shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(r) to the extent that the fair value of the No External Review Assets included in the Borrowing Base exceeds 10% of the Borrowing Base (without taking into account any No External Review Assets), the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Borrowing Base would otherwise exceed 10% of the Borrowing Base;
(s) the portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans or Second Lien Bank Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base; and
(u) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by Third Party Finance Companies shall not exceed 5% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 5% of the Borrowing Base. For all purposes of this Section 5.13, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) (i) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 12 different issuers of which at least 8 such Eligible Portfolio CompaniesInvestments are Debt/Preferred Eligible Portfolio Investments; and (ii) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed of less than 8 Eligible Portfolio Investments that are Debt/Preferred Eligible Portfolio Investments provided that in the case of each of the foregoing clauses (i) and (ii), issuers that are affiliates of each other will be treated as one issuer (unless the affiliation is solely as a result of direct or indirect control by a common private equity or similar sponsor);
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.510% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Second Lien Bank Loans or Performing Last Out Loans shall not exceed 2580% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2580% of the Borrowing Base;
(ed) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cashcommon equity, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans warrants and Preferred Stock shall not exceed 6525% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Borrowing Base; provided, however, that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity or warrants shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(he) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Industry Classification Group that is the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(if) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Industry Classification Group that is the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(jg) if at any time the weighted average maturity of all Debt Debt/Preferred Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.5 years, the Borrowing Base shall be reduced by removing Debt Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Debt/Preferred Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(kh) the portion of the Borrowing Base attributable to Debt Debt/Preferred Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(j) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 1510% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(mk) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(nl) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base. For all purposes of this Section 5.13, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503490, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base to be no greater than 2950 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions) shall not exceed 6550% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6550% of the Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution shall not exceed 40% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed 30%;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base[reserved];
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided, that the portion of the Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(o) the portion of this Section 5.13, all Portfolio Companies of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliates of one another Low Risk Assets shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control at least 65% of the same private equity sponsor Borrowing Base, and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 65% of the Borrowing Base;
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or similar sponsorother rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) [reserved];
(r) to the extent that the fair value of the No External Review Assets included in the Borrowing Base exceeds 10% of the Borrowing Base (without taking into account any No External Review Assets), the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Borrowing Base would otherwise exceed 10% of the Borrowing Base;
(s) the portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions), Last Out Loans or Second Lien Bank Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(u) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; provided further that, with respect to all Eligible Portfolio Investments that are Recurring Revenue Transactions, the Advance Rate applicable to that portion of such Eligible Portfolio Investments with a loan to enterprise value ratio (determined in a manner consistent with the methodology outlined in paragraph (8) of Schedule 1.01(d)) equal to or greater than 50% shall have an Advance Rate of 0%. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such all Eligible Portfolio Investments in a single issuer that exceeds either (i) 7.510% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein)[Intentionally Omitted];
(d) [Intentionally Omitted];
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 2540% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2540% of the Borrowing Base;
; provided that, solely for purposes of the calculation under this clause (e) ), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, LongPerforming Covenant-Term U.S. Government Securities or First Lien Bank Lite Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 655% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 2075% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 2075% of the Borrowing Base;.
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause such portion would otherwise exceed 10% of the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein)Borrowing Base;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00x shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(k) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.5 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(kl) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(lm) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 2015% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2015% of the Borrowing Base;
(mn) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(no) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 5% of the Borrowing Base;
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(r) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Borrowing Base; and
(s) if at any time the Weighted Average Leverage Ratio is greater than 4.5:1.00, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.50:1.00(subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor)) and (ii) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such, to be so removed to effect such reduction. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503105, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base to be no greater than 2950 3105 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 6570% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6570% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group Noteless Assigned Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.54.75 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Groups shall, in each case, not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided, that the portion of the Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 40% of the Borrowing Base, and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 40% of the Borrowing Base;
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.0 shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that any LTV Transactions shall be excluded from such calculation;
(r) to the extent that the fair value of the No External Review Assets included in the Borrowing Base exceeds 10% of the Borrowing Base (without taking into account any No External Review Assets), the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Borrowing Base would otherwise exceed 10% of the Borrowing Base;
(s) the portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans or Second Lien Bank Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base; and
(u) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by Third Party Finance Companiesthat are LTV Transactions shall not exceed 520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 520% of the Borrowing Base.; provided that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; provided further that, with respect to all Eligible Portfolio Investments that are Recurring Revenue Transactions, the Advance Rate applicable to that portion of such Eligible Portfolio Investments with a loan to enterprise value ratio (determined in a manner consistent with the methodology outlined in paragraph (8) of Schedule 1.01(d)) equal to or greater than 50% shall have an Advance Rate of 0%. For all purposes of this Section 5.13, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) (i) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 12 different issuers of which at least 8 such Eligible Portfolio CompaniesInvestments are Debt/Preferred Eligible Portfolio Investments; and (ii) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed of less than 8 Eligible Portfolio Investments that are Debt/Preferred Eligible Portfolio Investments provided that in the case of each of the foregoing clauses (i) and (ii), issuers that are affiliates of each other will be treated as one issuer (unless the affiliation is solely as a result of direct or indirect control by a common private equity or similar sponsor);
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.510% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Second Lien Bank Loans or Performing Last Out Loans shall not exceed 2580% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2580% of the Borrowing Base;
(ed) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cashcommon equity, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans warrants and Preferred Stock shall not exceed 6525% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Borrowing Base; provided, however, that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Fidus — Conformed Final Credit Agreement common equity or warrants shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(he) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Industry Classification Group that is the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(if) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Industry Classification Group that is the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(jg) if at any time the weighted average maturity of all Debt Debt/Preferred Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.5 years, the Borrowing Base shall be reduced by removing Debt Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Debt/Preferred Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(kh) the portion of the Borrowing Base attributable to Debt Debt/Preferred Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(j) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 1510% of the Borrowing Base;; Fidus — Conformed Final Credit Agreement
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(mk) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(nl) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base. For all purposes of this Section 5.13, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503490, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base to be no greater than 2950 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions) shall not exceed 655040% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 655040% of the Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution shall not exceed 4035% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed 30%;
(f) [reserved];if at any time the portion of the Borrowing Base attributable Weighted Average Recurring Revenue Ratio is greater than 2.40 to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and 1.00, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of necessary to cause the Borrowing BaseWeighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein);
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75 to 1.00, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided, that the portion of the Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(o) the portion of this Section 5.13the Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 65% of the Borrowing Base, all and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Companies Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 65% of the Borrowing Base;
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) [reserved];
(r) to the extent that the fair value of the No External Review Assets included in the Borrowing Base exceeds 10% of the Borrowing Base (without taking into account any No External Review Assets), the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Borrowing Base would otherwise exceed 10% of the Borrowing Base;
(s) the portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions), Last Out Loans or Second Lien Bank Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(u) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 2040% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2040% of the Borrowing Base; provided that the contribution to the Borrowing Base of Eligible Portfolio Investments that are Affiliates LTV Transactions shall at no time exceed the aggregate contribution to the Borrowing Base of one another (x) Eligible Portfolio Investments that are First Lien Bank Loans (including Covenant-Lite Loans that are First Lien Bank Loans and excluding LTV Transactions), plus (y) Cash and Cash Equivalents plus (z) Long-Term U.S. Government Securities; provided further that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be treated as a single reduced by removing Eligible Portfolio Company Investments therefrom (unless but not from the Collateral) to the extent such Portfolio Companies are Affiliates of one another solely because they are under the common Control portion would otherwise exceed 10% of the same private equity sponsor Borrowing Base; provided further that, with respect to all(x) Recurring Revenue Transactions in the aggregate shall not exceed 25% of the Borrowing Base and (y) ABL Transactions in the aggregate shall not exceed 20% of the Borrowing Base; and provided further that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Recurring Revenue Transactions, the Advance Rate applicable to that portion of such Eligible Portfolio Investments with a loan to enterprise value ratio (determined in a manner consistent with the methodology outlined in paragraph (8) of Schedule 1.01(d)) equal to or similar sponsor)greater than 50% shall have an Advance Rate of 0%.that are Last Out Loans shall not exceed 6.25% of the Borrowing Base. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 eight (8) different issuers;
(b) not more than (i) 35% of the Borrowing Base may consist of Eligible Portfolio Investments of the same Portfolio Company, and (ii) 50% of the Borrowing Base may consist of Eligible Portfolio Investments of two Portfolio Companies;
(bc) with respect to all not more than $8,000,000 of the Borrowing Base may consist of Eligible Portfolio Investments issued by a single of the same Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher not more than 3490 shall not exceed 2510% of the Borrowing Base and may consist of Eligible Portfolio Investments where the primary obligor or issuer of such Eligible Portfolio Investment is organized under the laws of Canada or any province thereof;
(e) Eligible Portfolio Investments for which the applicable Portfolio Company had Portfolio Company EBITDA equal to or greater than $3,000,000 but less than $10,000,000 for the 12 month period most recently ended shall be excluded from the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion Eligible Portfolio Investments would otherwise exceed 25exceed, in the aggregate, 10% of the Borrowing Base;, and all Portfolio Investments for which the applicable Portfolio Company had Portfolio Company EBITDA of less than $3,000,000 shall be excluded from the Borrowing Base; and
(ef) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 65more than 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing may consist of Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% consisting of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein)Short Term Loans. For all purposes of this Section 5.139.1.10, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In additionFor the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Permitted Liens and (ii) such Investment is Transferable (as used herein, the following terms have the following meanings:defined on Schedule 12).
Appears in 1 contract
Samples: Loan and Security Agreement (Flat Rock Capital Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such all Eligible Portfolio Investments in a single issuer that exceeds either (i) 7.510% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities First Lien Bank Loans or First Second Lien Bank Loans shall not exceed 65% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities common equity and Mezzanine Investments in the aggregate warrants shall not exceed 2010% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 2010% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(ih) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(ji) if at any time the weighted average maturity of all Debt debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing BaseInvestments) exceeds five (5) 5.5 years, the Borrowing Base shall be reduced by removing Debt debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(kj) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments that are debt investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(lk) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 2010% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2010% of the Borrowing Base;
(ml) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(nm) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(n) the portion of this Section 5.13, all Portfolio Companies of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliates investments in equity interests of one another any fund or finance company, (including LCP Capital LLC, a Delaware limited liability company), shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be treated as a single Portfolio Company (unless reduced to the extent such Portfolio Companies are Affiliates of one another solely because they are under the common Control portion would otherwise exceed 10% of the same private equity sponsor or similar sponsor). In addition, as used herein, Borrowing Base; and
(o) the following terms have portion of the following meanings:Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base.; and
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum without duplication of (i) the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction (the amount calculated in this clause (i) as adjusted pursuant to the proviso below, the “Unadjusted Borrowing Base”) plus (ii) solely from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, the Borrowing Base Flex; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Unadjusted Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Unadjusted Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503490, the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Unadjusted Borrowing Base to be no greater than 2950 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Unadjusted Borrowing Base;
(e) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or or, Performing First Lien Bank Loans (including,or Performing First Lien Middle Market Bank Loans (together with Performing Covenant-Lite Loans that are First Lien Bank Loans and for clarity, applicable Performing LTV Transactions that are not Indirect Real Estate LTV Transactions) shall not exceed 6540% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6540% of the Unadjusted Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution shall not exceed 35% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed 30%;
(f) if at any time the portion of Weighted Average Recurring Revenue Ratio is greater than 2.40 to 1.00, the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of necessary to cause the Borrowing BaseWeighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein);
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75 to 1.00, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;
(h) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Unadjusted Borrowing Base;
(i) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Unadjusted Borrowing Base) exceeds five (5) 5.0 years, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments that are Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Unadjusted Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Unadjusted Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted Borrowing Base;
(l) the portion of the Unadjusted Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Unadjusted Borrowing Base; provided, that the portion of the Unadjusted Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month LIBO Rate plus 4.5%, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate the Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Unadjusted Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(o) the portion of this Section 5.13the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 6572.5% of the Unadjusted Borrowing Base, all and the Unadjusted Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Companies Investments that are not Low Risk Assets so that the portion of the Unadjusted Borrowing Base attributable to Low Risk Assets will be at least 6572.5% of the Unadjusted Borrowing Base;
(p) no portion of the Unadjusted Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) [reserved];
(r) to the extent that the fair value of the No External Review Assets included in the Unadjusted Borrowing Base exceeds 10% of the Unadjusted Borrowing Base (without taking into account any No External Review Assets), the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Unadjusted Borrowing Base would otherwise exceed 10% of the Unadjusted Borrowing Base;
(s) the portion of the Unadjusted Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Foreign Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted Borrowing Base;
(t) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans or Performing First Lien Middle Market Bank Loans (including, for clarity, applicable Performing LTV Transactions that are not Indirect Real Estate LTV Transactions), Performing Last Out Loans or Performing Second Lien Bank Loans shall not exceed 20% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Unadjusted Borrowing Base; and
(u) the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 40% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 40% of the Unadjusted Borrowing Base; provided that the contribution to the Unadjusted Borrowing Base of Eligible Portfolio Investments that are Affiliates LTV Transactions shall at no time exceed the aggregate contribution to the Unadjusted Borrowing Base of one another (x) Eligible Portfolio Investments that are Performing First Lien Bank Loans (includingand Performing First Lien Middle Market Loans (together with Performing Covenant-Lite Loans that are First Lien Bank Loans and excluding LTV Transactions), plus (y) Cash and Cash Equivalents plus (z) Long-Term U.S. Government Securities; provided further that the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Unadjusted Borrowing Base and the Unadjusted Borrowing Base shall be treated as a single reduced by removing Eligible Portfolio Company Investments that are Real Estate LTV Transactions therefrom (unless but not from the Collateral) to the extent such Portfolio Companies are Affiliates of one another solely because they are under the common Control portion would otherwise exceed 10% of the same private equity sponsor or similar sponsor)Unadjusted Borrowing Base; provided further that, (x) Recurring Revenue Transactions in the aggregate shall not exceed 25% of the Unadjusted Borrowing Base and (y) ABL Transactions in the aggregate shall not exceed 20% of the Unadjusted Borrowing Base; and provided further that the portion of the Unadjusted Borrowing Base attributable to Eligible Portfolio Investments that are Recurring Revenue Transactions that are Last Out Loans shall not exceed 6.25% of the Unadjusted Borrowing Base. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either (i) 7.5% of the Obligors’ Net Worth or shall be 0%; provided that, with respect to each of the six (ii6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the aggregate Value Obligors’ Net Worth shall have an Advance Rate of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 29503490, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) in the Borrowing Base to be no greater than 2950 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Securities, Performing First Lien Bank Loans, Performing First Lien Middle Market Bank Loans, Performing Covenant-Lite Loans that are First Lien Bank Loans and Performing LTV Transactions that are First Lien Bank Loans (and, for clarity, that are not Indirect Real Estate LTV Transactions) shall not exceed 6540% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 6540% of the Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution shall not exceed 35% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed 30%;
(f) if at any time the portion of the Borrowing Base attributable Weighted Average Recurring Revenue Ratio is greater than 2.40 to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20% of the Borrowing Base and 1.00, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of necessary to cause the Borrowing BaseWeighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein);
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75 to 1.00, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 to 1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions and Broadly Syndicated Loans shall be excluded from such calculation;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments that are Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Loans, Covenant-Lite Loans (including Covenant-Lite Loans that are First Lien Bank Loans) and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided, that the portion of the Borrowing Base attributable to Preferred Stock in the aggregate shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate the Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and;
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes ;
(o) the portion of this Section 5.13the Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 72.5% of the Borrowing Base, all and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Companies Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 72.5% of the Borrowing Base;
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) [reserved];
(r) to the extent that the fair value of the No External Review Assets included in the Borrowing Base exceeds 10% of the Borrowing Base (without taking into account any No External Review Assets), the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent the fair value of the No External Review Assets included in the Borrowing Base would otherwise exceed 10% of the Borrowing Base;
(s) the portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Foreign Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing First Lien Middle Market Bank Loans Performing LTV Transactions that are First Lien Bank Loans or Last Out Loans (and, for clarity, are not Indirect Real Estate LTV Transactions), Performing Last Out Loans or Performing Second Lien Bank Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(u) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 40% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 40% of the Borrowing Base; provided that the contribution to the Borrowing Base of Eligible Portfolio Investments that are Affiliates LTV Transactions shall at no time exceed the aggregate contribution to the Borrowing Base of one another (x) Eligible Portfolio Investments that are Performing First Lien Bank Loans, Performing First Lien Middle Market Loans and Performing Covenant-Lite Loans that are First Lien Bank Loans, but excluding LTV Transactions, plus (y) Cash and Cash Equivalents plus (z) Long-Term U.S. Government Securities; provided further that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be treated as a single reduced by removing Eligible Portfolio Company Investments that are Real Estate LTV Transactions therefrom (unless but not from the Collateral) to the extent such Portfolio Companies are Affiliates of one another solely because they are under the common Control portion would otherwise exceed 10% of the same private equity sponsor or similar sponsor)Borrowing Base; provided further that, (x) Recurring Revenue Transactions in the aggregate shall not exceed 20% of the Borrowing Base and (y) ABL Transactions in the aggregate shall not exceed 20% of the Borrowing Base; and provided further that the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Recurring Revenue Transactions that are Last Out Loans shall not exceed 6.25% of the Borrowing Base. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Monroe Capital Income Plus Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either 5.0% of the Obligors’ Net Worth shall be 0%; provided that, with respect to each of the five (i5) largest Portfolio Companies that constitute Eligible Portfolio Investments (based on the fair value of the Eligible Portfolio Investments), only that portion of such Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 7.5% of the Obligors’ Net Worth or (ii) 10% shall have an Advance Rate of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.;
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) contribution to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher that are Cash, Cash Equivalents, Long-Term U.S. Government Securities and Performing First Lien Bank Loans shall be greater than 3490 shall not exceed 25or equal to (x) 50% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 200%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion contribution would not otherwise equal or exceed 2550% of the Borrowing Base;
, (ey) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 65% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 167% and less than 200%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion contribution would not otherwise equal or exceed 65% of the Borrowing Base, and (z) 75% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is less than 167%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 75% of the Borrowing Base;
(fd) the portion contribution to the Borrowing Base attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans or Performing Last Out Loans shall be greater than or equal to 60% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 60% of the Borrowing Base;
(e) the contribution of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans and Mezzanine Investments in the aggregate Performing Covenant-Lite Loans shall not exceed 20be greater than or equal to (x) 65% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 200%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion contribution would not otherwise equal or exceed 2065% of the Borrowing Base, (y) 75% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 167% and less than 200%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 75% of the Borrowing Base, and (z) 85% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is less than 167%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 85% of the Borrowing Base;
(f) [Reserved];
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.54.75, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 4.75 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions may be excluded from such calculations;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group shall Groups shall, in each case, not exceed 2520% of the Borrowing Base Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2520% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification GroupGroups) shall not exceed 15% of the Borrowing Base Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) 6.25 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) 6.25 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and CovenantEligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve-Lite Loans month total debt to EBITDA ratio of greater than 6.00 to 1.00 shall not exceed 2015% of the Borrowing Base Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2015% of the Borrowing Base; provided, that LTV Transactions may be excluded from such calculations;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect portion of the Borrowing Base attributable to any Hedge Agreement) is less than PIK Obligations and DIP Loans shall not exceed 10% of the greater of (i) 8% Borrowing Base, and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.13, all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:the
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 ten (10) different Portfolio Companiesissuers;
(b) with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of the Value of such Eligible Portfolio Investments that exceeds either not more than (i) 7.5% of the Obligors’ Net Worth or (ii) 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause (ii) shall be made without taking into account any Advance Rate), shall be 0%.
(c) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing may consist of Eligible Portfolio Investments therefrom of the same Portfolio Company, and (but not from the Collateralii) to the extent such portion would otherwise exceed 2540% of the Borrowing BaseBase may consist of Eligible Portfolio Investments of two Portfolio Companies;
(c) not more than $10,000,000 of the Borrowing Base may consist of Eligible Portfolio Investments of the same Portfolio Company;
(d) not more than 10% of the Borrowing Base may consist of Eligible Portfolio Investments where the primary obligor or issuer of such Eligible Portfolio Investment is organized under the laws of Canada or any province thereof;
(e) Eligible Portfolio Investments for which the portion of applicable Portfolio Company had Portfolio Company EBITDA equal to or greater than $3,000,000 but less than $8,000,000 for the 12 month period most recently ended shall be excluded from the Borrowing Base attributable to the extent such Eligible Portfolio Investments that are not Cashwould exceed, Cash Equivalentsin the aggregate, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 6510% of the Borrowing Base at all other times, and all Portfolio Investments for which the Borrowing Base applicable Portfolio Company had Portfolio Company EBITDA of less than $3,000,000 shall be reduced by removing Eligible Portfolio Investments therefrom (but not excluded from the Collateral) to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are High Yield Securities and Mezzanine Investments in the aggregate shall not exceed 20more than 10% of the Borrowing Base and may consist of Eligible Portfolio Investments consisting of Short Term Loans;
(g) not more than 10% of the Borrowing Base may consist of Eligible Portfolio Investments consisting of Participation Interests other than FRC Participation Interests; and
(h) Eligible Portfolio Investments which are in the same Industry Classification Group shall be reduced excluded from the Borrowing Base to the extent such portion Eligible Portfolio Investments would otherwise exceed 20exceed, in the aggregate, 30% of the Borrowing Base;
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). For all purposes of this Section 5.139.1.10, all Portfolio Companies issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company issuer (unless such Portfolio Companies issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In additionFor the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Permitted Liens and (ii) such Investment is Transferable (as used herein, the following terms have the following meanings:defined on Schedule 12).
Appears in 1 contract
Samples: Loan and Security Agreement (Flat Rock Core Income Fund)
