Increase in Revolving Commitments and Establishment of Incremental Term Loans. The Borrower may, at any time and from time to time after the Funding Date, upon prior written notice by the Borrower to the Administrative Agent, increase the Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) and/or incur additional term loans under a then existing tranche and/or establish one or more additional Term Loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche, the “Incremental Term Loans”), in each case, subject to the following: (i) After giving effect to such Incremental Term Loans (and after giving effect to any Permitted Acquisition or other similar Investment consummated simultaneously therewith) and/or increases in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn) and without netting the proceeds thereof, in each case, on a Pro Forma Basis, the Consolidated Total Leverage Ratio shall not exceed 3.00:1.0 recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1; (ii) The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (B) no Event of Default shall exist before and immediately after giving effect to such increase; (C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1; (D) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Xxxxxx’s sole and absolute discretion; (1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; (F) any such increase in the Revolving Commitments shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of such increase signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists; and (G) any such increase in the Revolving Commitments shall have terms identical to those for Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such increase in the Revolving Commitments. The Borrower shall be permitted to draw on the commitments of the Lenders providing for such increase in the Revolving Commitments on a nonratable basis in order to prepay any Revolving Loans owing under this Agreement on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (iii) The Borrower may, at any time and from time to time, upon prior written notice to the Administrative Agent, request the establishment of one or more Incremental Term Loans from existing Lenders or other Persons selected by the Borrower (other than the Borrower or any Affiliate or Subsidiary of the Borrower) and reasonably acceptable to the Administrative Agent; provided, that: (A) any such increase shall be in a minimum aggregate principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof; (B) no Event of Default shall exist before and immediately after giving effect to such Incremental Term Loan; (C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loan (and after giving effect on a Pro Forma Basis to any Permitted Acquisition or other similar Investment consummated simultaneously therewith), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1; (D) no existing Lender shall be under any obligation to provide a portion of any Incremental Term Loan and any such decision whether to provide a portion of any Incremental Term Loan shall be in such Lender’s sole and absolute discretion; (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to provide a Term Loan Commitment with respect to such Incremental Term Loan shall have executed a commitment or joinder agreement reasonably satisfactory to the Administrative Agent; (F) the establishment of any Incremental Term Loan shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of the establishment of such Incremental Term Loan signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists. (G) the Applicable Margin of any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that, with respect to any Incremental Term Loan that is a term loan A and (x) is secured on a pari passu basis with the Term Loans and (y) has a maturity date that is not later than the one year anniversary of the Term Loan A Maturity Date, the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to the arranger providing such Incremental Term Loan) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Term Loan A or any other then existing Term Loan that is a term loan A (it being understood that interest on the Term Loan A and any other then existing Term Loan that is a term loan A may be increased to the extent necessary to satisfy this requirement); (H) the maturity date for any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that such date shall be no earlier than the Term Loan A Maturity Date or the maturity date of any other then existing Term Loan that is a term loan A; and (I) the scheduled principal amortization payments under any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that the Weighted Average Life to Maturity of any such Incremental Term Loan shall not be less than the Weighted Average Life to Maturity of the Term Loan A and any other then existing Term Loan.
Appears in 1 contract
Samples: Credit Agreement (AdaptHealth Corp.)
Increase in Revolving Commitments and Establishment of Incremental Term Loans. The Borrower may, at any time and from time to time after the Funding Date, upon prior written notice by the Borrower to the Administrative Agent, increase the Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) and/or incur additional term loans under a then existing tranche and/or establish one or more additional Term Loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche, the “Incremental Term Loans”), in each case, subject to the following:
(i) After giving effect to such Incremental Term Loans (and after giving effect to any Permitted Acquisition or other similar Investment consummated simultaneously therewith) and/or increases in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn) and without netting the proceeds thereof, in each case, on a Pro Forma Basis, the Consolidated Total Leverage Ratio shall not exceed 3.00:1.0 recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(ii) The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); provided that:
(A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof;
(B) no Event of Default shall exist before and immediately after giving effect to such increase;
(C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(D) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such XxxxxxLender’s sole and absolute discretion;
(1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(F) any such increase in the Revolving Commitments shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of such increase signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists; and
(G) any such increase in the Revolving Commitments shall have terms identical to those for Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such increase in the Revolving Commitments. The Borrower shall be permitted to draw on the commitments of the Lenders providing for such increase in the Revolving Commitments on a nonratable basis in order to prepay any Revolving Loans owing under this Agreement on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section.
(iii) The Borrower may, at any time and from time to time, upon prior written notice to the Administrative Agent, request the establishment of one or more Incremental Term Loans from existing Lenders or other Persons selected by the Borrower (other than the Borrower or any Affiliate or Subsidiary of the Borrower) and reasonably acceptable to the Administrative Agent; provided, that:
(A) any such increase shall be in a minimum aggregate principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof;
(B) no Event of Default shall exist before and immediately after giving effect to such Incremental Term Loan;
(C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loan (and after giving effect on a Pro Forma Basis to any Permitted Acquisition or other similar Investment consummated simultaneously therewith), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(D) no existing Lender shall be under any obligation to provide a portion of any Incremental Term Loan and any such decision whether to provide a portion of any Incremental Term Loan shall be in such Lender’s sole and absolute discretion;
(1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to provide a Term Loan Commitment with respect to such Incremental Term Loan shall have executed a commitment or joinder agreement reasonably satisfactory to the Administrative Agent;
(F) the establishment of any Incremental Term Loan shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of the establishment of such Incremental Term Loan signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists.
(G) the Applicable Margin of any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that, with respect to any Incremental Term Loan that is a term loan A and (x) is secured on a pari passu basis with the Term Loans and (y) has a maturity date that is not later than the one year anniversary of the Term Loan A Maturity Date, the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to the arranger providing such Incremental Term Loan) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Term Loan A or any other then existing Term Loan that is a term loan A (it being understood that interest on the Term Loan A and any other then existing Term Loan that is a term loan A may be increased to the extent necessary to satisfy this requirement);
(H) the maturity date for any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that such date shall be no earlier than the Term Loan A Maturity Date or the maturity date of any other then existing Term Loan that is a term loan A; and
(I) the scheduled principal amortization payments under any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that the Weighted Average Life to Maturity of any such Incremental Term Loan shall not be less than the Weighted Average Life to Maturity of the Term Loan A and any other then existing Term Loan.
Appears in 1 contract
Samples: Credit Agreement (AdaptHealth Corp.)
Increase in Revolving Commitments and Establishment of Incremental Term Loans. The Borrower may, at any time and from time to time after the Funding Date, upon prior written notice by the Borrower to the Administrative Agent, increase the Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) and/or incur additional term loans under a then existing tranche and/or establish one or more additional Term CHAR1\1982293v2 Loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche, the “Incremental Term Loans”), in each case, subject to the following:
(i) After giving effect to such Incremental Term Loans (and after giving effect to any Permitted Acquisition or other similar Investment consummated simultaneously therewith) and/or increases in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn) and without netting the proceeds thereof, in each case, on a Pro Forma Basis, the Consolidated Total Leverage Ratio shall not exceed 3.00:1.0 recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(ii) The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); provided that:
(A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof;
(B) no Event of Default shall exist before and immediately after giving effect to such increase;
(C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(D) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Xxxxxx’s sole and absolute discretion;
(1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(F) any such increase in the Revolving Commitments shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of such increase signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, CHAR1\1982293v2 in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists; and
(G) any such increase in the Revolving Commitments shall have terms identical to those for Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such increase in the Revolving Commitments. The Borrower shall be permitted to draw on the commitments of the Lenders providing for such increase in the Revolving Commitments on a nonratable basis in order to prepay any Revolving Loans owing under this Agreement on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section.
(iii) The Borrower may, at any time and from time to time, upon prior written notice to the Administrative Agent, request the establishment of one or more Incremental Term Loans from existing Lenders or other Persons selected by the Borrower (other than the Borrower or any Affiliate or Subsidiary of the Borrower) and reasonably acceptable to the Administrative Agent; provided, that:
(A) any such increase shall be in a minimum aggregate principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof;
(B) no Event of Default shall exist before and immediately after giving effect to such Incremental Term Loan;
(C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loan (and after giving effect on a Pro Forma Basis to any Permitted Acquisition or other similar Investment consummated simultaneously therewith), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(D) no existing Lender shall be under any obligation to provide a portion of any Incremental Term Loan and any such decision whether to provide a portion of any Incremental Term Loan shall be in such Lender’s sole and absolute discretion;
(1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to provide a Term Loan Commitment with respect to such Incremental Term Loan shall have executed a commitment or joinder agreement reasonably satisfactory to the Administrative Agent;
(F) the establishment of any Incremental Term Loan shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of the establishment of such Incremental Term Loan signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such CHAR1\1982293v2 representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists.
(G) the Applicable Margin of any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that, with respect to any Incremental Term Loan that is a term loan A and (x) is secured on a pari passu basis with the Term Loans and (y) has a maturity date that is not later than the one year anniversary of the Term Loan A Maturity Date, the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to the arranger providing such Incremental Term Loan) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Term Loan A or any other then existing Term Loan that is a term loan A (it being understood that interest on the Term Loan A and any other then existing Term Loan that is a term loan A may be increased to the extent necessary to satisfy this requirement);
(H) the maturity date for any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that such date shall be no earlier than the Term Loan A Maturity Date or the maturity date of any other then existing Term Loan that is a term loan A; and
(I) the scheduled principal amortization payments under any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that the Weighted Average Life to Maturity of any such Incremental Term Loan shall not be less than the Weighted Average Life to Maturity of the Term Loan A and any other then existing Term Loan.
Appears in 1 contract
Samples: Credit Agreement (AdaptHealth Corp.)
Increase in Revolving Commitments and Establishment of Incremental Term Loans. The Borrower may, at any time and may from time to time after the Funding Date, upon prior written notice by the Borrower to the Administrative Agent, increase the Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) and/or incur additional term loans under a then existing tranche and/or establish one or more additional Term Loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche, the “Incremental Term Loans”), in each case, subject to the following:
(i) After giving effect to such Incremental Term Loans (and after giving effect to any Permitted Acquisition or other similar Investment consummated simultaneously therewith) and/or increases in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn) and without netting the proceeds thereof, in each case, on a Pro Forma Basis, the Consolidated Total Leverage Ratio shall not exceed 3.00:1.0 recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(ii) The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent Closing Date increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Swingline Sublimit) with and/or establish one or more additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and reasonably acceptable term loans (each, an “Incremental Term Loan”) subject to the Administrative Agent, the Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); provided thatfollowing:
(i) the sum of the (A) aggregate principal amount of any increases in the Revolving Commitments pursuant to this Section 2.1(d) plus (B) the aggregate principal amount of any Incremental Term Loans pursuant to this Section 2.1(d) shall not to exceed $50,000,000; provided, that, at no time shall the Total Credit Exposure exceed $175,000,000;
(ii) any such increase in the Aggregate Revolving Commitments or establishment of an Incremental Term Loan shall be in a minimum principal amount of $10,000,000 5,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof;
(Biii) no Event the conditions set forth in Section 4.2 shall be satisfied as of Default shall exist before the date of, and immediately after giving effect to such increaseto, any increase in the Aggregate Revolving Commitments or establishment of any Incremental Term Loan;
(C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Revolving Commitments (assuming such increase in the Revolving Commitments is fully-drawn), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(Div) no existing Lender shall be under any obligation to increase its Revolving Commitment or provide any Incremental Term Loan, and any such decision whether to increase its Revolving Commitment or provide any portion of an Incremental Term Loan shall be in such XxxxxxLender’s sole and absolute discretion; provided that if any existing Lender requests to provide any portion of an increased Revolving Commitment pursuant to the terms of this Section 2.1(d), such existing Lender shall be reasonably acceptable to the Issuing Banks and the Swingline Lenders;
(1v) the Borrower may designate a bank or other financial institution that is not already a Lender to provide all or any new Lender providing a Revolving Commitment in connection with portion of any increase in the Aggregate Revolving Commitments shall join or an Incremental Term Loan, so long as (A) such Person (an “Additional Lender”) becomes a party to this Agreement by executing such pursuant to a lender joinder documents reasonably required by agreement or other document in form and substance satisfactory to the Administrative Agent and/or that has been executed by the Borrower and such Additional Lender, (2B) any existing such Person proposed by the Borrower to become an Additional Lender electing must be reasonably acceptable to the Administrative Agent and, if such Additional Lender is to provide a Revolving Commitment, the Issuing Banks and the Swingline Lenders;
(vi) before giving effect to any such increase its in the Aggregate Revolving Commitment Commitments or establishment of any Incremental Term Loan, the Administrative Agent shall have executed received a commitment agreement certificate of each Credit Party dated as of the date of such increase in the Aggregate Revolving Commitments or establishment of such Incremental Term Loan signed by an Authorized Officer of such Credit Party certifying and demonstrating in detail reasonably satisfactory to the Administrative Agent that on a Pro Forma Basis after giving effect to any such increase in the Aggregate Revolving Commitments, (A) the Consolidated Net Total Leverage Ratio shall not exceed 3.25:1.00 and (B) the Credit Parties shall be in compliance with the Consolidated Interest Coverage Ratio set forth in Section 7.8(a);
(vii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Credit Parties, opinions of counsel to the Credit Parties and, if applicable, Term Loan Notes) it may reasonably request relating to such increase in the Aggregate Revolving Commitments or such establishment of such Incremental Term Loan, all in form and substance reasonably satisfactory to the Administrative Agent;
(Fviii) none of the Joint Lead Arrangers and their Affiliates shall have any commitment or obligation for arranging any such increase in the Revolving Commitments shall be or Incremental Term Loan without their prior written consent and subject to receipt by the Administrative Agent of customary legal opinions and a certificate of such conditions, including fee arrangements, as they may provide in connection therewith;
(ix) the Borrower dated as of the date of such increase signed by an Authorized Officer of the Borrower shall have paid any applicable upfront and arrangement fees;
(x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists; and
(G) any such increase in the Revolving Commitments shall have terms identical to those for Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such increase in the Revolving Commitments. The Borrower shall be permitted to draw on the commitments of the Lenders providing for such increase in the Revolving Commitments on a nonratable basis in order to prepay any Revolving Loans owing under this Agreement outstanding on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable non-ratable increase in the Revolving Commitments under this Section.
(iii) The Borrower may, at any time and from time to time, upon prior written notice to the Administrative Agent, request the establishment of one or more Incremental Term Loans from existing Lenders or other Persons selected by the Borrower (other than the Borrower or any Affiliate or Subsidiary of the Borrower) and reasonably acceptable to the Administrative Agent; provided, that:
(A) any such increase shall be in a minimum aggregate principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof;
(Bxi) such increase in the Revolving Commitments shall be on the same terms as for Revolving Loans contained in this Agreement;
(xii) with respect to any Incremental Term Loan, (i) the final maturity date thereof shall be no Event earlier than the Term Loan A Maturity Date or the maturity date for any then-existing Incremental Term Loan and (ii) the weighted average life to maturity of Default such Incremental Term Loan shall exist before and immediately after giving effect not be shorter than the weighted average life to such maturity of the Term Loan A or any then-existing Incremental Term Loan;
(Cxiii) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loan (and after giving effect on a Pro Forma Basis to any Permitted Acquisition or other similar Investment consummated simultaneously therewith), with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1;
(D) no existing Lender shall be under any obligation to provide a portion of any Incremental Term Loan and any such decision whether to provide a portion of any Incremental Term Loan shall be in such Lender’s sole and absolute discretion;
(1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to provide a Term Loan Commitment with respect to such Incremental Term Loan shall have executed a commitment or joinder agreement reasonably satisfactory to the Administrative Agent;
(F) the establishment of any Incremental Term Loan shall be subject to receipt by the Administrative Agent of customary legal opinions and a certificate of the Borrower dated as of the date of the establishment of such Incremental Term Loan signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (2) no Event of Default exists.
(G) the Applicable Margin of any Incremental Term Loan shall be as set forth in the commitment or joinder agreement executed by the Borrower in connection therewith; provided that, with respect to any Incremental Term Loan that is a term loan A and (x) is secured on a pari passu basis with the Term Loans and (y) has a maturity date that is not later than the one year anniversary of the Term Loan A Maturity DateLoan, the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to the arranger providing such Incremental Term Loaneither Joint Lead Arranger or its affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Term Loan A or any other then then-existing Incremental Term Loan that is a term loan A (it being understood that unless the interest on rate margin with respect to the Term Loan A and any other then or such then-existing Incremental Term Loan that is a term loan A may adjusted to be increased equal to the extent necessary interest rate with respect to satisfy this requirement);the Incremental Term Loan, minus, 0.50%; and
(Hxiv) any increase in the maturity date for any Aggregate Revolving Commitments or establishment of an Incremental Term Loan shall be as set forth in the pursuant to a commitment or agreement, joinder agreement executed or other document in form and substance reasonably acceptable to the Administrative Agent, and upon the effectiveness of such commitment agreement, joinder agreement or other document pursuant to the terms thereof, the Commitments, as applicable, shall automatically be increased by the Borrower in connection therewith; provided that amount of the Commitments added through such date shall be no earlier than the Term Loan A Maturity Date or the maturity date of any other then existing Term Loan that is a term loan A; and
(I) the scheduled principal amortization payments under any Incremental Term Loan shall be as set forth in the commitment or agreement, joinder agreement executed by or other document and Appendix A shall automatically be deemed amended to reflect the Borrower in connection therewith; provided that Commitments of all Lenders after giving effect to the Weighted Average Life to Maturity addition of any such Incremental Term Loan shall not be less than the Weighted Average Life to Maturity of the Term Loan A and any other then existing Term LoanCommitments.
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