Dutch Auction Procedures. Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, a Loan Party may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans in accordance with the Dutch Auction Procedures, in each case, in accordance with Schedule 2.11 and the provisions of Section 9.04.
Dutch Auction Procedures. CREDIT AGREEMENT This CREDIT AGREEMENT (the “Credit Agreement” or the “Agreement”) is entered into as of May 2, 2016 and amended as of June 27, 2017, among MERCURY SYSTEMS, INC., a Massachusetts corporation (the “Borrower”), the Guarantors identified herein, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer. PRELIMINARY STATEMENTS The Borrower intends to acquire Microsemi LLC – RF Integrated Solutions, a Delaware limited liability company (the “Target”); Pursuant to the Stock Purchase Agreement, dated as of March 23, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”) among the Borrower and Microsemi Corporation, the Borrower has agreed to acquire all of the Capital Stock of the Target (the “Microsemi Acquisition”); Substantially simultaneously with the consummation of the Microsemi Acquisition, the Lenders extended credit to the Borrower in the form of (i) a term A loan facility on the Closing Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an aggregate principal amount of $200,000,000 and (ii) a revolving credit facility with an initial aggregate principal amount of commitments of $100,000,000. The proceeds of the term A loan facility funded on the Closing Date, together with the proceeds of (i) Revolving Credit Loans made on the Closing Date, (iii) the Pre-Closing Equity Offering and (iv) solely at the option of the Borrower, cash on the balance sheet, in each case, were be used by the Borrower to (1) consummate the Refinancing, (2) finance the Microsemi Acquisition and (3) pay Transaction Expenses in connection with the foregoing. On the Amendment No. 1 Effective Date the Term Loans made on the Closing Date were optionally prepaid in full pursuant to Section 2.06(a) hereof. The Borrower has requested that the Lenders extend credit to the Borrower in the form of an upsized revolving credit facility with an initial aggregate principal amount of commitments of $400,000,000. The revolving credit facility will permit the issuance of one or more Letters of Credit from time to time and the making of one or more Revolving Credit Loans and/or Swingline Loans from time to time. The proceeds of the revolving credit facility and the commitments hereunder made available on the Amendment N...
Dutch Auction Procedures. This Outline is intended to summarize certain basic terms of the Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.10(c) of the Credit Agreement, of which this Exhibit O is a part. It is not intended to be a definitive statement of all of the terms and conditions of a Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable auction procedures set for each auction (the “Offer Documents”). None of the Administrative Agent or any of its Affiliates makes any recommendation pursuant to the Offer Documents as to whether or not any Lender should sell its Incremental Term Loans to one of the Borrowers pursuant to the Offer Documents, nor shall the decision by the Administrative Agent (or any of its Affiliates) in its capacity as a Lender be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Incremental Term Loans and, if it decides to do so, the principal amount of and price to be sought for such
