Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $15,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v)); and (v) the aggregate amount of the Incremental Term Loans incurred after the Amendment No. 6 Effective Date shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Debt). (e)
Appears in 1 contract
Samples: Existing Credit Agreement (Prestige Consumer Healthcare Inc.)
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Revolving Credit Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) after giving effect to such Incremental Revolving Credit Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Revolving Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith[reserved]; (iv) each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $15,000,000 and 7,500,000 and, if greater than $7,500,000, shall be in an increment of $1,000,000 (provided that such amount may be less than $15,000,000 7,500,000 if such amount represents all remaining availability under the limit set forth in the following clause (v)next sentence); and (v) the aggregate amount of the Incremental Term Loans Revolving Credit Commitments incurred after the Amendment No. 6 Effective Date shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Debt). not exceed $100,000,000 (e)
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default the Double E Joint Venture shall have entered into (A) one or Event more Additional Material Contracts, each for a minimum three (3) year term and having contracted take-or-pay cash flow which, in the aggregate and on a pro forma basis, increases the maximum amount of Default shall exist after giving effect Term Loans or Incremental Term Loans that would be permitted under the Base Case Model by at least $10,000,000, (B) the Compression Addition or (C) a Permitted Expansion approved pursuant to such Incremental Commitments and Incremental Loans made pursuant thereto on Section 6.8 of the Incremental Facility Closing DateJV LLC Agreement; (ii) the proceeds of the applicable Incremental Term Loans shall be used (A) to fund the Borrower’s Required Contribution in respect of the Project, a Permitted Expansion, or a Compression Addition and transaction fees and expenses incurred in connection with such Permitted Expansion, (B) if (1) permitted by the applicable Incremental Lenders, (2) the Restricted Payment Conditions are satisfied, and (3) the Restricted Payment amount does not exceed the amount of Equity Contributions made to Borrower to date in connection with the applicable Permitted Expansion, to make a Restricted Payment on the date of the funding of such Incremental Term Loans in connection with such Permitted Expansion, (C) to pay fees and expenses incurred in connection with the Incremental Term Loans, (D) to reimburse the Borrower’s Required Contributions or fees and expenses, or (E) to pay Debt Service prior to the Term Conversion Date, the Compression Addition or a Permitted Expansion and to fund the DSR Requirement; (iii) the proceeds of the applicable Incremental Revolving Credit Loans shall be used to fund the DSR Requirement associated with a Facility of Incremental Term Loans in an amount no greater (when taken together with such Facility) than the Incremental Availability Amount; (iv) after giving effect to such Incremental Commitments, the following conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit ExtensionBorrowing” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $15,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v)); and (v) the aggregate amount of the Incremental Term Loans incurred after the Amendment No. 6 Effective Date shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Debt). (e)): 33 KE 73718588.20 US-DOCS\142539518.2141222994.8
Appears in 1 contract
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”Date (which shall be no earlier than the date of such Incremental Amendment) specified therein of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) 3.02 shall be satisfied (it being understood that all references to “the date as of such Credit ExtensionDate” or similar language in such Section 4.02(i) 3.02 shall be deemed to refer to the effective date of such Incremental AmendmentFacility Closing Date); provided that for purposes of satisfying Section 4.02(i)that, only the Specified Representations shall be required to be true and correct to the extent if the proceeds of such Incremental Loans Commitment are used to consummate finance a Permitted AcquisitionLimited Condition Transaction, (x) the references in Section 3.02(a)(ii) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute customary “specified representations” of the Credit Parties (after giving effect to the Limited Condition Transaction) and (y) the references in Section 3.02(a)(iii) to any Default or Event of Default shall only refer to no Event of Default at the time that the definitive agreement for such Limited Condition Transaction is entered into or the date such irrevocable notice is given and, on the date of the incurrence thereof, both immediately before and immediately after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result immediately therefrom; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (ivii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $15,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $15,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v)); Incremental Cap) and (v) the aggregate amount of the each Incremental Term Loans incurred after the Amendment No. 6 Effective Date shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at such time Revolving Credit Commitment shall be excluded from Consolidated First Lien Net Debt). in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (e)provided that such amount may be less than
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Effectiveness of Incremental Amendment. The obtaining of Other Commitments, the making of Other Term Loans, the incurrence of Indebtedness in respect of Other Notes, the effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction (or waiver) on the date thereof of such Incremental Amendment (or, in the case of Other Commitments, Other Term Loans and Other Notes, on the date of the extension of such commitments or the incurrence or issuance of such Other Term Loans or Other Notes, as applicable, in each case, subject to Section 1.11(g)) (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) no Default or Event of Default exists or shall exist after giving effect to such Incremental Commitments and Incremental Commitments, Other Commitments, Other Term Loans made pursuant thereto on or Other Notes, as applicable; 103 provided, that in the Incremental Facility Closing Date; (ii) after giving effect to such case of Incremental Commitments, the conditions Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, no Event of Section 4.02(i) Default shall be satisfied (it being understood that all references to “exist on the date of execution of the definitive documentation (or notice, as applicable) with respect to such Credit Extension” Limited Condition Transaction and no Event of Default under Section 8.01(a) or similar language in such Section 4.02(i8.01(f) shall be deemed to refer to the effective date of exist on such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and (y) the last day representations and warranties of the most recently ended Test Period (or, if no Test Period cited Loan Parties contained in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section Article V or any other Loan Document shall be satisfied true and correct in all material respects on and as of the last four quarters endeddate of such Incremental Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date); provided that the conditions in clause (y) shall only be required to the extent requested by the Persons providing more than 50.0% of the applicable Incremental Commitments, in each caseOther Commitments, Other Term Loans or Other Notes, as if any the case may be; provided, further, that in the case of Incremental Commitments, Other Commitments, Other Term Loans available under or Other Notes incurred in connection with a Limited Condition Transaction, if required, only certain customary specified representations (conformed as necessary for such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithacquisition, investment or other transaction) shall be true and correct in all material respects; (ivii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $15,000,000 500,000 and shall be in an increment of $1,000,000 500,000 (provided that such amount may be less than $15,000,000 500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in the following clause (v)iii) below) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $500,000 and shall be in an increment of $500,000 (provided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in clause (iii) below); and (viii) the aggregate amount of the Incremental Term Loans incurred after Loans, the Amendment No. 6 Effective Date Other Term Loans, Revolving Commitment Increases and the Other Notes shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date[reserved], plus (B) an amount equal to the sum, without duplication, of all (i) voluntary prepayments and optional redemptions of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 made pursuant to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A2.05(a) or any Permitted Ratio Debt is being Section 10.07(l)(x) or mandatory assignments pursuant to Section 3.07 or of other pari passu Indebtedness incurred pursuant to clause (iii)(IA) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(Cand (ii) to determine the permissibility voluntary commitment reductions and voluntary prepayments of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time under the Revolving Credit Facility or any Permitted Ratio Debt other pari passu revolving facility incurred pursuant to clause (iii)(IA) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” to the extent accompanied by a permanent commitment reduction, (in each case, including any substantially concurrent prepayment, redemption, reduction, termination, buy-back (the amount of any debt buy backs limited to the cash payment actually made in respect thereof) or purchase, other than to the extent funded with (A) proceeds of long term Indebtedness (other than revolving Indebtedness or intercompany Indebtedness) or (B) proceeds of Indebtedness incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” plus (C) an unlimited amount so long as, in the case of this clause (C) only, such amount at such time shall could be excluded from incurred without causing (x) in the case of Indebtedness secured by Liens on the Collateral that rank pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Senior Secured Net DebtLeverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, (y) in the case of Indebtedness secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, and (z) in the case of unsecured Indebtedness, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, in each case, after giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments (including giving effect to the prepayment of Indebtedness in connection therewith). , and assuming for purposes of this calculation that (e)i) the full committed amount of any Additional Revolving Commitments
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Effectiveness of Incremental Amendment. The obtaining of Other Commitments, the making of Other Term Loans, the incurrence of Indebtedness in respect of Other Notes, the effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction (or waiver) on the date thereof of such Incremental Amendment (or, in the case of Other Commitments, Other Term Loans and Other Notes, on the date of the extension of such commitments or the incurrence or issuance of such Other Term Loans or Other Notes, as applicable, in each case, subject to Section 1.11(g)) (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) no Default or Event of Default exists or shall exist after giving effect to such Incremental Commitments and Incremental Commitments, Other Commitments, Other Term Loans made pursuant thereto on or Other Notes, as applicable; provided, that in the Incremental Facility Closing Date; (ii) after giving effect to such case of Incremental Commitments, the conditions Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, no Event of Section 4.02(i) Default shall be satisfied (it being understood that all references to “exist on the date of execution of the definitive documentation (or notice, as applicable) with respect to such Credit Extension” Limited Condition Transaction and no Event of Default under Section 8.01(a) or similar language in such Section 4.02(i8.01(f) shall be deemed to refer to the effective date of exist on such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and (y) the last day representations and warranties of the most recently ended Test Period (or, if no Test Period cited Loan Parties contained in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section Article V or any other Loan Document shall be satisfied true and correct in all material respects on and as of the last four quarters endeddate of such Incremental Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date); provided that the conditions in clause (y) shall only be required to the extent requested by the Persons providing more than 50.0% of the applicable Incremental Commitments, in each caseOther Commitments, Other Term Loans or Other Notes, as if any the case may be; provided, further, that in the case of Incremental Commitments, Other Commitments, Other Term Loans available under or Other Notes incurred in connection with a Limited Condition Transaction, if required, only certain customary specified representations (conformed as necessary for such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithacquisition, investment or other transaction) shall be true and correct in all material respects; (ivii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $15,000,000 500,000 and shall be in an increment of $1,000,000 500,000 (provided that such amount may be less than $15,000,000 500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in the following clause (v)iii) below) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $500,000 and shall be in an increment of $500,000 (provided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in clause (iii) below); and (viii) the aggregate amount of the Incremental Term Loans incurred after Loans, the Amendment No. 6 Effective Date Other Term Loans, Revolving Commitment Increases and the Other Notes shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date[reserved], plus (B) an amount equal to the sum, without duplication, of all (i) voluntary prepayments and optional redemptions of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 made pursuant to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A2.05(a) or any Permitted Ratio Debt is being Section 10.07(l)(x) or mandatory assignments pursuant to Section 3.07 or of other pari passu Indebtedness incurred pursuant to clause (iii)(IA) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(Cand (ii) to determine the permissibility voluntary commitment reductions and voluntary prepayments of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time under the Revolving Credit Facility or any Permitted Ratio Debt other pari passu revolving facility incurred pursuant to clause (iii)(IA) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Debt). (e)to the extent accompanied by a permanent commitment 108
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) after giving effect to such Incremental Term Commitments, the conditions of Section 4.02(i) 4.2 shall be satisfied (it being understood that all references to “the date of such Credit ExtensionBorrowing” or similar language in such Section 4.02(i) 4.2 shall be deemed to refer to the effective date Incremental Facility Closing Date); provided that the Incremental Lenders party to such Incremental Amendment shall be permitted, in connection with any Incremental Commitment, the primary purpose of which is to finance a Limited Condition Transaction, to (A) reduce any delivery deadline with respect to the condition set forth in Section 4.2(a)(iii) and (B) waive in full or in part any of the conditions set forth in Section 4.2(a)(i) (other than, in connection with a Limited Condition Transaction, the accuracy, to the extent required under Section 4.2(a)(i), of any Specified Representations (unless otherwise waived by the Incremental Lenders party to such Incremental Amendment); provided that for purposes ) and Section 4.2(a)(ii) (other than with respect to any Event of satisfying Default under Section 4.02(i7.1(a)(1), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted AcquisitionSection 7.1(a)(7) or Section 7.1(a)(8)); (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (ivii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $15,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $15,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (vSection 2.9(d)(iii)); and (viii) the aggregate principal amount of the all Incremental Term Loans incurred after the Amendment No. 6 Effective Date shall not exceed the Incremental Cap; and (Aiv) (1) $350,000,000 minus (2) to the aggregate amount of all secured Permitted Ratio Debt incurred extent reasonably requested by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of Administrative Agent, the definition thereof minus (3) the aggregate amount of incremental commitments that Administrative Agent shall have become effective under the ABL Facility after the Amendment No. 6 Effective Datereceived customary legal opinions, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are notboard resolutions, in each case, financed officers’ certificates and/or reaffirmation agreements substantially consistent with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined those delivered on the applicable Incremental Facility Closing Date, after giving effect Date under Section 4.1 or otherwise reasonably satisfactory to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Debt)Administrative Agent. (e)
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Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default has occurred and is continuing or would result from the Incremental Term Loan; provided that, solely with respect to any Incremental Term Loans incurred in connection with an acquisition that is permitted under this Agreement, no Default or Event of Default shall exist after giving effect to at the time the definitive documentation for such Incremental Commitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Dateacquisition is executed; (ii) after giving effect to such Incremental Term Commitments, the conditions of Section 4.02(i3.2(a) shall be satisfied (it being understood that all references to “the date of such Credit Extensiondate” or similar language in such Section 4.02(i3.2(a) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (orthat, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $15,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v)); and (v) the aggregate amount of the Incremental Term Loans incurred after the Amendment No. 6 Effective Date shall not exceed (A) (1) $350,000,000 minus (2) the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date, (B) all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the ABL Facility after the Amendment No. 6 Effective Date that are not, in each case, financed with the proceeds of any Indebtedness Incremental Term Commitments are being used to finance an acquisition permitted hereunder, (x) the reference in Section 3.2(a) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute “specified representations” and the representations and warranties in the relevant acquisition agreement the breach of which would permit the buyer to terminate its obligations thereunder or decline to consummate such acquisition and (Cy) an -95- additional amount of Incremental Term Loans so long as the Consolidated First Lien Net Leverage Ratio is no more than 4.00 reference to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage RatioMaterial Adverse Effect” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debtspecified representations” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Debt). (e)understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such acquisition permitted hereunder;
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Samples: Credit and Guaranty Agreement (Ares Commercial Real Estate Corp)
