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 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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 issuer, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 50% of the otherwise applicable Advance Rate; provided that, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 10.0% of the Obligors’ Net Worth shall be 0%; (c) the portion of 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 (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% 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 20% of the Borrowing Base; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity, warrants and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; (e) 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 by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base; (f) 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; (g) 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; (h) if at any time the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 years, 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 maturity of all Debt/Preferred Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (i) the portion of the Borrowing Base attributable to 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; (j) 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); provided that, the LTV Transactions shall be excluded from such calculation; (k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation; (l) 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 10% of the Borrowing Base; (m) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/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); (n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less 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 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 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; and (p) the portion of the Borrowing Base attributable to Canadian Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.; (q) 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 LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and (r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent necessary to cause the Weighted 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).
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; 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 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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)Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 7.5issued by a single Portfolio Company exceeding 5% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; provided that, ;
(c) the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 10.0issued by a single Portfolio Company exceeding 10% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 0%;
(c) ; provided that there may be one Portfolio Investment, originated by the portion Borrower, representing up to 15% of the aggregate Value of all cash and portfolio investments included in 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 for a period not exceeding three (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not 3) months from the Collateral) to the extent such contribution would not otherwise equal or exceed 20% closing date of the Borrowing Base;Borrower’s origination of such Portfolio Investment.
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitynot Cash, warrants Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans, Second Lien Bank Loans and Preferred Stock Secured High Yield Securities in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(e) if at any time 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 Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base shall be reduced by removing such Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of necessary to cause the Borrowing BaseWeighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(f) 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;
(g) 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;
(h) if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 six (6) years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 six (6) years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Debt Eligible Portfolio Investments with a maturity date greater than 7 eight (8) 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;
(j) 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 1015% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by a Portfolio Company 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) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite 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;
(l) the portion of the Borrowing Base attributable to First Lien Bank Loans, Cash and Cash Equivalents shall be no less than 35% 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 be less than 35% of the Borrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in which Medley Capital Corporation is also invested shall not exceed 35% 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 35% of the Borrowing Base;
(n) 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 and, for the avoidance of doubt, excluding Cash) exceeds 3490, 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 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have a Risk Factor exceeding 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;
(p) the contribution to the Borrowing Base of Eligible Portfolio Investments consisting of Portfolio Investments in which the underlying Portfolio Company is a Canadian Issuer in the aggregate shall not exceed 15% of the Borrowing Base;
(q) the contribution to the Borrowing Base of Eligible Portfolio Investments issued by all Third Party Finance Companies shall not exceed 5% of the Borrowing Base;
(r) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging 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/Preferred 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) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);%; and
(ns) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred 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%. For the avoidance of doubt, limitations and restrictions set forth herein);
(o) the portion of no credit will be given in the Borrowing Base attributable for any (i) Capital Stock, (ii) warrants, options or other rights for the purchase or acquisition of Capital Stock, or (iii) securities convertible into or exchangeable for shares of Capital Stock. For all purposes of this Section 5.13, (i) to the extent any condition, concentration limit or calculation in this Section 5.13 incorporates financial information associated with a Portfolio Company, such information shall satisfy the definition of Portfolio Company Data, and (ii) all Portfolio Companies of Eligible Portfolio Investments that are Affiliate Investments Affiliates of one another shall not exceed 20% 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 Borrowing Basesame private equity sponsor or similar sponsor). In addition, 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; and
(p) the portion of the Borrowing Base attributable to Canadian Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(q) 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 LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sierra Income 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 12 15 different issuers of Debt/Preferred Eligible Portfolio Investmentsissuers; provided that 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 issuer, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 50% of the otherwise applicable Advance Rate; provided that, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 10.05.0% of the Obligors’ Net Worth shall be 0%;
; provided that, with respect to each of the three (c3) largest Portfolio Companies that constitute Eligible Portfolio Investments (based on the fair value of the Eligible Portfolio Investments), other than MRI to the extent the investment in MRI constitutes an Eligible Portfolio Investment, only that portion of such Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 7.5% of the Obligors’ Net Worth shall have an Advance Rate of 0%; provided further that, solely with respect to the investment in MRI (and solely to the extent such investment constitutes an Eligible Portfolio Investment), only that portion of such investment in MRI that exceeds 15% of the Obligors’ Net Worth shall have an Advance Rate of 0%; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Securities or Performing First Lien Bank Loans, or Performing Last Out Loans (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% 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 2070% of the Borrowing Base;
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity, warrants and Preferred Stock shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(e) 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 by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(f) 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 2570% of the Borrowing Base;
; 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 or Performing Last Out Loans shall not exceed 50% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (gbut not from the Collateral) to the extent such portion would otherwise exceed 50% of the Borrowing Base; 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 Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 35% 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 35% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investment that are No External Review Assets 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; if at any time the Weighted Average Leverage Ratio is greater than 4.75, 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 4.75 (subject to all other constraints, limitations and restrictions set forth herein); 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; the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Group Groups that is 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;
(h) ; if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 6.25 years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 6.25 years (subject to all other constraints, limitations and restrictions set forth herein);
(i) ; the portion of the Borrowing Base attributable to Debt/Preferred 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 Debt/Preferred 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 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided thatthe 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 to 1.00 shall not exceed 15% of the Borrowing Base, and the LTV Transactions Borrowing Base shall be excluded reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such calculation;
(l) portion would otherwise exceed 15% of the Borrowing Base; the portion of the Borrowing Base attributable to PIK Obligations, Obligations and DIP Loans and Covenant-Lite Loans shall not exceed 10% 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 10% of the Borrowing Base;
(m) ; if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/Preferred 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) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) ; if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred 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 Affiliate Investments (other than in MRI to the extent such investment constitutes an Eligible Portfolio Investment) shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments Investments, other than in MRI to the extent such investment constitutes an Eligible Portfolio Investment, therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(p) the and no portion of the Borrowing Base shall be attributable to Canadian Eligible Portfolio Investments shall not exceed 15% (a) any (i) Equity Interests (other than of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) MRI to the extent such portion would otherwise exceed 15% the investment in MRI constitutes an Eligible Portfolio Investment), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests, (iii) any Investment in debt Securities that is convertible into or exchangeable for shares of Equity Interests, (b) any Structured Finance Obligation or an investment in any Third Party Finance Companies or (c) investment in a joint venture or other Person that is in the Borrowing Base.;
(q) the portion principal business of the Borrowing Base attributable to making debt or equity investments in other Persons. For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are LTV Transactions Affiliates of one another shall not exceed 20% be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the Borrowing Basesame private equity sponsor or similar sponsor). For the avoidance of doubt, and the Borrowing Base no Portfolio Investment shall be reduced by removing LTV Transactions therefrom an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (but not from the Collaterali) such Investment is subject only to the extent Eligible Liens and (ii) such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio Investment is greater than 2.40 to1.00Transferable. In addition, as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
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 12 15 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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)issuers;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 5.0% of the Obligors’ Net Worth shall be 0%; provided that, with respect to each of the three (3) largest Portfolio Companies that constitute Eligible Portfolio Investments (based on the fair value of the Eligible Portfolio Investments), other than MRI to the extent the investment in MRI constitutes an Eligible Portfolio Investment, only that portion of such Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 7.5% of the Obligors’ Net Worth shall be 50% have an Advance Rate of the otherwise applicable Advance Rate0%; provided further that, solely with respect to the Advance Rate applicable investment in MRI (and solely to the extent such investment constitutes an Eligible Portfolio Investment), only that portion of such Eligible Portfolio Investments investment in MRI that exceeds 10.015% of the Obligors’ Net Worth shall be have an Advance Rate of 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Securities or Performing First Lien Bank Loans, or Performing Last Out Loans (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20not exceed 70% 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 portion would not otherwise equal or exceed 2070% of the Borrowing Base;
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitynot Cash, warrants and Preferred Stock Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans or Performing Last Out Loans shall not exceed 2050% 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 50% 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, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 35% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investment that are No External Review Assets 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; [Reserved];
(g) if at any time the Weighted Average Leverage Ratio is greater than 4.75, 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 4.75 (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 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;
(e) 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 by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(f) 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;
(gi) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Group Groups that is 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;
(hj) if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 6.25 years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 6.25 years (subject to all other constraints, limitations and restrictions set forth herein);
(ik) the portion of the Borrowing Base attributable to Debt/Preferred 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 Debt/Preferred 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 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); provided that, the LTV Transactions shall be excluded from such calculation;
(kl) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer issued by one or more Portfolio Companies with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x 6.00 to 1.00 shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided thatprovided, the that LTV Transactions shall may be excluded from such calculationcalculations;
(lm) the portion of the Borrowing Base attributable to PIK Obligations, Obligations and DIP Loans and Covenant-Lite Loans shall not exceed 10% 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 10% of the Borrowing Base;
(mn) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/Preferred 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) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(no) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred 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);
(op) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments (other than in MRI to the extent such investment constitutes an Eligible Portfolio Investment) shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments Investments, other than in MRI to the extent such investment constitutes an Eligible Portfolio Investment, therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(pq) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than of MRI to the extent the investment in MRI constitutes an Eligible Portfolio Investment), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests, (iii) any Investment in debt Securities that is convertible into or exchangeable for shares of Equity Interests, (b) any Structured Finance Obligation or an investment in any Third Party Finance Companies or (c) investment in a joint venture or other Person that is in the principal business of making debt or equity investments in other Persons;
(r) the portion of the Borrowing Base attributable to Canadian Foreign Eligible Portfolio Investments shall not exceed 1510% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 1510% of the Borrowing Base.;; and
(qs) the portion of the Borrowing Base attributable to 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; and
(t) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments that are LTV Transactions not Defaulted Obligations pursuant to clause (a)(v) of the definition thereof, but as to which the Borrower has delivered written notice to the Portfolio Company declaring such Indebtedness in default and such default has not been remedied, cured or waived, shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing LTV Transactions Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
. For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (runless such 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) if at any time the Weighted Average Recurring Revenue Ratio such Investment is greater than 2.40 to1.00subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
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 12 8 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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)issuers;
(b) with respect to all Eligible not more than $5,000,000 of the Borrowing Base may consist of Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 50% of the otherwise applicable Advance Rate; provided that, the Advance Rate applicable to that portion of such Eligible same Portfolio Investments that exceeds 10.0% of the Obligors’ Net Worth shall be 0%Company;
(c) the portion not more than 15% of the Borrowing Base attributable to may consist of Portfolio Investments having a maturity date of greater than eight (8) years from the origination or closing date of such Portfolio Investment;
(d) Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Loans or Performing Last Out Loans (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% and excluded from 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 20% of the Borrowing Base;
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitywould exceed, warrants and Preferred Stock shall not exceed 20% of in the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20aggregate, 35% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Revolving Loans and Delayed Draw Loans shall not exceed 25% of be excluded from the Borrowing Base and to the Borrowing Base shall be reduced by removing extent such Eligible Portfolio Investments therefrom (but not from would exceed, in the Collateral) to the extent such portion would otherwise exceed 25aggregate, 15% of the Borrowing Base;
(f) the portion of Eligible Portfolio Investments that are Single Covenant Loans shall be excluded from 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 Eligible Portfolio Investments would otherwise exceed 25exceed, in the aggregate, 40% of the Borrowing Base;
(g) the portion of Eligible Portfolio Investments that are Covenant Lite Loans (including, but not limited to, Covenant Lite Loans subject to clause (h) below) shall be excluded from 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 Eligible Portfolio Investments would otherwise exceed 15exceed, in the aggregate, 40% of the Borrowing Base;
(h) if at any time the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments that (based on i) are Covenant Lite Loans and (ii) for which the fair value applicable Portfolio Company had EBITDA of less than $50,000,000 for the 12 month period most recently ended shall be excluded from the Borrowing Base to the extent such Eligible Portfolio Investments to the extent included would exceed, in the Borrowing Base) exceeds 5.5 yearsaggregate, 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 maturity of all Debt/Preferred Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to 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;
(j) 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/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);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less 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 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 Affiliate Investments Unitranche Loans shall not exceed 20% of the Borrowing Base, and be excluded from the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateral) to the extent such portion Eligible Portfolio Investments would otherwise exceed 20exceed, in the aggregate, 15% of the Borrowing Base; and
(pj) Eligible Portfolio Investments which are in the portion of same Industry Classification Group shall be excluded from the Borrowing Base attributable to Canadian the extent such Eligible Portfolio Investments shall not exceed 15would exceed, in the aggregate, 25% of the Borrowing Base. For all purposes of this Section 9.1.10, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% all issuers of the Borrowing Base.;
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions Affiliates of one another shall not exceed 20% be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the Borrowing Basesame private equity sponsor or similar sponsor). For the avoidance of doubt, and the Borrowing Base no Portfolio Investment shall be reduced by removing LTV Transactions therefrom (but not from an Eligible Portfolio Investment unless, among the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints, limitations and restrictions requirements set forth herein)in this Agreement, (i) such Investment is subject only to Permitted Liens and (ii) such Investment is Transferable.
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 12 different issuers of Debt/Preferred Eligible Portfolio Investmentsissuers; provided that that, at all times prior to the six-month anniversary of the Effective Date, the minimum number of issuers may be 8 as long as the overall utilization of the Borrowing Base is less than 65% (for these purposes, (i) utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Covered Debt Amount on such day, and the denominator of which is the Borrowing Base in effect on such day 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 issuer, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 50% of the otherwise applicable Advance Rate; provided that, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 10.0% of the Obligors’ Net Worth Capitalization shall be 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Securities or Performing First Lien Bank Loans, or Performing Last Out Loans (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20not exceed 70% 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 portion would not otherwise equal or exceed 2070% of the Borrowing Base;
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitynot Cash, warrants and Preferred Stock Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans, Performing Second Lien Bank Loans or Performing Last Out Loans shall not exceed 2030% of the Borrowing Base Base, and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2030% of the Borrowing Base;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments Investment acquired after the Effective Date that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(f) 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;
(f) if at any time the Weighted Average Leverage Ratio is greater than 4.75, 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 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(g) 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;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Group Groups that is 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;
(hi) if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 6.0 years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 6.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(ij) the portion of the Borrowing Base attributable to Debt/Preferred 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 Debt/Preferred 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 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 1015% 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 1015% of the Borrowing Base;
(ml) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/Preferred 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) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(nm) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred 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
(on) the no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests or (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests, (iii) any Investment in debt Securities that is convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment (other than an Existing Affiliate Investment), (c) any Structured Finance Obligation or Finance Lease or (d) investment in a joint venture or other Person that is in the principal business of making debt or equity investments in other Persons. For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliate Investments Affiliates of one another shall not exceed 20% be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the Borrowing Basesame private equity sponsor or similar sponsor). For the avoidance of doubt, and the Borrowing Base no Portfolio Investment 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; and
(p) the portion of the Borrowing Base attributable to Canadian an Eligible Portfolio Investments shall not exceed 15% of Investment unless, among the Borrowing Baseother requirements set forth in this Agreement, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collaterali) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(q) the portion of the Borrowing Base attributable Investment is subject only to Eligible Portfolio Investments that are LTV Transactions shall not exceed 20% of the Borrowing BaseLiens and (ii) such Investment is Transferable. In addition, and the Borrowing Base shall be reduced by removing LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capitala Finance 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 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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)Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 7.5issued by a single Portfolio Company exceeding 5% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; provided that, ;
(c) the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 10.0issued by a single Portfolio Company exceeding 10% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 0%;
(c) the portion of 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 (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% 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 20% of the Borrowing Base;.
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitynot Cash, warrants Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans, Second Lien Bank Loans and Preferred Stock Secured High Yield Securities in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(e) if at any time 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 Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base shall be reduced by removing such Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of necessary to cause the Borrowing BaseWeighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(f) 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;
(g) 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;
(h) if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 six (6) years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 six (6) years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Debt Eligible Portfolio Investments with a maturity greater than 7 eight (8) 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;
(j) 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 1015% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/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);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less 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 Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(oj) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments issued by a Portfolio Company with a trailing twelve month total debt to EBITDA ratio of greater than 5.75 shall not exceed 2015% of the Borrowing Base, 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; and
(p) the portion of the Borrowing Base attributable to Canadian Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(qk) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 2025% of the Borrowing Base, Base and the Borrowing Base shall be reduced by removing LTV Transactions Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base; and;
(rl) if at any time the Weighted Average Recurring Revenue Ratio is greater portion of the Borrowing Base attributable to First Lien Bank Loans, Cash and Cash Equivalents shall be no less than 2.40 to1.00, 35% and the Borrowing Base shall be reduced by removing Recurring Revenue Transactions Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise be less than 35% of the Borrowing Base1; and
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in which Medley Capital Corporation is also invested shall not exceed 35% 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 35% of the Borrowing Base.;
(n) 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 3490, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) 1 NTD: Changes to this section are from Amendment No. 1. to the extent necessary to cause the Weighted Average Recurring Revenue Ratio weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2.40 to 1.00 3490 (subject to all other constraints, limitations and restrictions set forth herein); and
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Xxxxx’x facility rating of Caa1 or an S&P facility rating of CCC+, or below, 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.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sierra Income 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 that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of all Eligible Portfolio Investments included in their entirety shall be 0% at any time when the Borrowing Base is composed entirely (for the avoidance of Eligible Portfolio Investments issued by less than 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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 issuerdoubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth Rate), shall be 50% of the otherwise applicable Advance Rate; provided that, ;
(b) the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 10.0issued by a single Portfolio Company exceeding 12% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Securities or Performing Last Out Loans (including, for clarity, LTV Transactions in the case of Cash Pay First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater no less than or equal to 20% 30%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would portion does not otherwise equal or exceed 20make up 30% of the Borrowing Base;
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equityCash, warrants Cash Equivalents, Long-Term U.S. Government Securities, Performing Cash Pay First Lien Bank Loans, Performing Cash Pay Last Out Loans and Preferred Stock Performing Cash Pay Second Lien Bank Loans shall not exceed 20% of the Borrowing Base be no less than 50%, and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20does not make up 50% of the Borrowing Base;
(e) 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 by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Industry Classification Group that is the Largest any single 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;
(f) the portion of the Borrowing Base attributable to Non-Core 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 20% of the Borrowing Base; and
(g) the portion of the Borrowing Base attributable to Foreign 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;
. For all purposes of this Section 5.13, (h) if at any time the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 years, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collaterali) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments included any condition, concentration limit or calculation in the Borrowing Base to be no greater than 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Eligible Portfolio Investments this Section 5.13 incorporates financial information associated with a maturity greater than 7 years Portfolio Company, such information shall not exceed 15% satisfy the definition 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;
(j) if at any time the Weighted Average Leverage Ratio is greater than 4.5Company Data, 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/Preferred Eligible all 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 Companies of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less 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 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 Affiliate Investments Affiliates of one another shall not exceed 20% 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 Borrowing Base, same private equity sponsor or similar sponsor) and the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateraliii) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(p) the portion of the Borrowing Base attributable is required to Canadian be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Eligible Portfolio Investments shall not exceed 15% of the Borrowing Baseto be so removed to effect such reduction. In addition, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(q) 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 LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (FS 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; 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 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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)Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 7.5issued by a single Portfolio Company exceeding 5% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; provided that, ;
(c) the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 10.0issued by a single Portfolio Company exceeding 10% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 0%;
(c) the portion of 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 (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% 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 20% of the Borrowing Base;.
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitynot Cash, warrants Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans, Second Lien Bank Loans and Preferred Stock Secured High Yield Securities in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(e) if at any time 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 Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base shall be reduced by removing such Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of necessary to cause the Borrowing BaseWeighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(f) 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;
(g) 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;
(h) if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 six (6) years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 six (6) years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Debt Eligible Portfolio Investments with a maturity greater than 7 eight (8) 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;
(j) 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 1015% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/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);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less 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 Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(oj) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments issued by a Portfolio Company with a trailing twelve month total debt to EBITDA ratio of greater than 5.75 shall not exceed 2015% of the Borrowing Base, 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; and
(p) the portion of the Borrowing Base attributable to Canadian Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(qk) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 2025% of the Borrowing Base, Base and the Borrowing Base shall be reduced by removing LTV Transactions Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base; and;
(rl) if at any time the Weighted Average Recurring Revenue Ratio is greater portion of the Borrowing Base attributable to First Lien Bank Loans shall be no less than 2.40 to1.00, 35% and the Borrowing Base shall be reduced by removing Recurring Revenue Transactions Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary such portion would otherwise be less than 35% of the Borrowing Base; and
(m) the portion of the Borrowing Base attributable to cause Eligible Portfolio Investments in which Medley Capital Corporation is also invested shall not exceed 35% of the Weighted Average Recurring Revenue Ratio 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 35% of the Borrowing Base. For the avoidance of doubt, no credit will be no greater than 2.40 given in the Borrowing Base for any (i) Capital Stock, (ii) warrants, options or other rights for the purchase or acquisition of Capital Stock, or (iii) securities convertible into or exchangeable for shares of Capital Stock. For all purposes of this Section 5.13, (i) to 1.00 the extent any condition, concentration limit or calculation in this Section 5.13 incorporates financial information associated with a Portfolio Company, such information shall satisfy the definition of Portfolio Company Data, and (subject to ii) all other constraintsPortfolio 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, limitations and restrictions set forth as used herein)., the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sierra Income 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 that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of all Eligible Portfolio Investments included in their entirety shall be 0% at any time when the Borrowing Base is composed entirely (for the avoidance of Eligible Portfolio Investments issued by less than 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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 issuerdoubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth Rate), shall be 50% of the otherwise applicable Advance Rate; provided that, ;
(b) the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 10.0issued by a single Portfolio Company exceeding 12% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Securities or Performing Last Out Loans (including, for clarity, LTV Transactions in the case of Cash Pay First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater no less than or equal to 20% 30%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would portion does not otherwise equal or exceed 20make up 30% of the Borrowing Base;
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equityCash, warrants Cash Equivalents, Long-Term U.S. Government Securities, Performing Cash Pay First Lien Bank Loans, Performing Cash Pay Last Out Loans and Preferred Stock Performing Cash Pay Second Lien Bank Loans shall not exceed 20% of the Borrowing Base be no less than 50%, and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20does not make up 50% of the Borrowing Base;
(e) 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 by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Industry Classification Group that is the Largest any single 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;
(f) the portion of the Borrowing Base attributable to Non-Core 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 20% of the Borrowing Base; and
(g) the portion of the Borrowing Base attributable to Foreign 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;
. For all purposes of this Section 5.13, (h) if at any time the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 years, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collaterali) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments included any condition, concentration limit or calculation in the Borrowing Base to be no greater than 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Eligible Portfolio Investments this Section 5.13 incorporates financial information associated with a maturity greater than 7 years Portfolio Company, such information shall not exceed 15% satisfy the definition 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;
(j) if at any time the Weighted Average Leverage Ratio is greater than 4.5Company Data, 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any 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/Preferred Eligible all 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 Companies of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less 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 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 Affiliate Investments Affiliates of one another shall not exceed 20% 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 Borrowing Base, same private equity sponsor or similar sponsor) and the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateraliiiii) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(p) the portion of the Borrowing Base attributable is required to Canadian be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Eligible Portfolio Investments shall not exceed 15% of the Borrowing Baseto be so removed to effect such reduction. In addition, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(q) 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 LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (FS 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; 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 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that 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)Companies;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 7.5issued by a single Portfolio Company exceeding 5% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; provided that, ;
(c) the Advance Rate applicable to that portion of such the Value of the Eligible Portfolio Investments that exceeds 10.0issued by a single Portfolio Company exceeding 10% of the Obligors’ Net Worth 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 shall be made without taking into account any Advance Rate), shall be 0%;
(c) ; provided that there may be one Portfolio Investment, originated by the portion Borrower, representing up to 15% of the aggregate Value of all cash and portfolio investments included in 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 for a period not exceeding three (including, for clarity, LTV Transactions in the case of First Lien Bank Loans and Last Out Loans), or Performing Second Lien Bank Loans shall be greater than or equal to 20% and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not 3) months from the Collateral) to the extent such contribution would not otherwise equal or exceed 20% closing date of the Borrowing Base;Borrower’s origination of such Portfolio Investment.
(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equitynot Cash, warrants Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans, Second Lien Bank Loans and Preferred Stock Secured High Yield Securities in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(e) if at any time 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 Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base shall be reduced by removing such Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of necessary to cause the Borrowing BaseWeighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(f) 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;
(g) 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;
(h) if at any time the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 six (6) years, the Borrowing Base shall be reduced by removing Debt/Preferred Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 six (6) years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Debt Eligible Portfolio Investments with a maturity date greater than 7 eight (8) 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;
(j) 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); provided that, the LTV Transactions shall be excluded from such calculation;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that, the LTV Transactions shall be excluded from such calculation;
(l) 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 1015% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by a Portfolio Company 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) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite 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;
(l) the portion of the Borrowing Base attributable to First Lien Bank Loans, Cash and Cash Equivalents shall be no less than 35% 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 be less than 35% of the Borrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in which Medley Capital Corporation is also invested shall not exceed 35% 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 35% of the Borrowing Base;[intentionally omitted];
(n) 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 and, for the avoidance of doubt, excluding Cash) exceeds 3490, 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 3490 (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have a Risk Factor exceeding 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;
(p) the contribution to the Borrowing Base of Eligible Portfolio Investments consisting of Portfolio Investments in which the underlying Portfolio Company is a Canadian Issuer in the aggregate shall not exceed 15% of the Borrowing Base;
(q) the contribution to the Borrowing Base of Eligible Portfolio Investments issued by all Third Party Finance Companies shall not exceed 5% of the Borrowing Base;
(r) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging 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/Preferred 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) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);%; and
(ns) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred 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%. For the avoidance of doubt, limitations and restrictions set forth herein);
(o) the portion of no credit will be given in the Borrowing Base attributable for any (i) Capital Stock, (ii) warrants, options or other rights for the purchase or acquisition of Capital Stock, or (iii) securities convertible into or exchangeable for shares of Capital Stock. For all purposes of this Section 5.13, (i) to the extent any condition, concentration limit or calculation in this Section 5.13 incorporates financial information associated with a Portfolio Company, such information shall satisfy the definition of Portfolio Company Data, and (ii) all Portfolio Companies of Eligible Portfolio Investments that are Affiliate Investments Affiliates of one another shall not exceed 20% 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 Borrowing Basesame private equity sponsor or similar sponsor). In addition, 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; and
(p) the portion of the Borrowing Base attributable to Canadian Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.;
(q) 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 LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(r) if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to1.00as used herein, the Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from following terms have the Collateral) to the extent necessary to cause the Weighted 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).following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sierra Income Corp)
