Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans at any time prior to the date that is six (6) months prior to the Revolving Credit Maturity Date subject to satisfaction of the following conditions precedent: (i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d) shall not exceed $500,000,000; (ii) no Default exists both immediately before and immediately after giving effect to such increase or Borrowing; (iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects); (iv) such increase or borrowing shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(i) above or (b) as the Administrative Agent may agree); (v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the Borrower, one or more existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan); (vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall pay to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05; (viii) the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Maturity Date and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the Term A-1 Loan; (ix) the interest rate margins and, subject to Section 2.01(e)(viii), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower and Lenders providing such Incremental Term Loan; and (x) the Administrative Agent shall have received a pro forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any increase to the Aggregate Revolving Commitments on a Pro Forma Basis.
Appears in 2 contracts
Samples: Credit Agreement (Dean Foods Co), Credit Agreement (WHITEWAVE FOODS Co)
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Applicable Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed the sum of (x) $500,000,0001,350,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 5.25 to 1.0 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans) plus (z) the amount of any voluntary repayments of the Term Facilities and Revolving Facility (to the extent accompanied by a permanent reduction in the Revolving Commitment) after the Restatement Effective Date and prior to such time other than voluntary prepayments funded with the proceeds of long-term indebtedness;
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately be continuing on the date on which such increase or borrowing is to become effective or would exist after giving effect to such increase or Borrowingthereto;
(iii) subject to Section 2.01(i), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(if)(i) above or (b) as the Applicable Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Applicable Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Applicable Administrative Agent);
(vi) the Applicable Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Applicable Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Applicable Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans or SOFR Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date and of any Term Loan at such time;
(ix) subject to clause (xvi) below, the weighted average life Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvi) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred within 12 months of the Restatement Effective Date is more than 0.50% higher than the corresponding Effective Yield for the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, the Applicable Rate with respect to the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as applicable, minus 0.50%;
(xxi) subject to Section 2.01(i), the Applicable Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(f)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise then applicable) recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been (or are required to have been) delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments on a Pro Forma BasisBasis (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(xii) the Incremental Term Loans shall rank (A) if incurred by the Company, pari passu in right of payment with the Term Loans (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto) and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term Facilities (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto) and (B) if incurred by a Designated Borrower, pari passu in right of payment with the Term B-2 Loans, the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto;
(xiii) no Incremental Term Loan (other than Incremental Term Loans made to any Designated Borrower) or increase in the Aggregate Revolving Commitments may be guaranteed by any Person other than a Domestic Loan Party, or secured by any asset that does not constitute Collateral securing only the Direct U.S. Loan Party Obligations;
(xiv) no Incremental Term Loan made to a Designated Borrower may be guaranteed by any Person other than a Domestic Loan Party or a Foreign Loan Party, or secured by any asset that does not constitute Collateral securing the Foreign Obligations and guarantees thereof by the Domestic Loan Parties;
(xv) no Incremental Term Loans (other than with the proceeds of Credit Agreement Refinancing Indebtedness in respect thereof) (x) incurred by a Designated Borrower may be optionally or mandatorily prepaid prior to the date on which all Refinancing Term B-2 Loans, Term B-4 Loans and all other Extended Term Loans, Refinancing Term Loans and Replacement Term Loans incurred by a Designated Borrower, in each case with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans and (y) not described in preceding clause (x) may be optionally or mandatorily prepaid prior to the date on which all such Term Loans with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans; and
(xvi) any Incremental Term Loan that is implemented by increasing the amount of then-existing Term Loans of any Class (rather than by implementing a new Class of Term Loans) shall have identical terms to such then-existing Class of Term Loans.
Appears in 1 contract
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(c) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(d) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(d) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(c) shall not exceed the sum of (x) $500,000,000500,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 4.25 to 1.0. (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(ii) subject to Section 2.01(g), no Default exists both immediately before shall have occurred and immediately after giving effect to be continuing on the date on which such increase or Borrowingborrowing is to become effective;
(iii) subject to Section 2.01(g), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(id)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent);
(vi) the Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date and of any Term Loan at such time;
(ix) subject to clause (xvi) below, the weighted average life Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvi) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(d)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan is more than 0.50% higher than the corresponding Effective Yield for the existing Term B-1 Loans or Term B-2 Loans, the Applicable Rate with respect to the existing Term B-1 Loans or Term B-2 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to Term B-1 Loans or Term B-2 Loans, as applicable, minus 0.50%;
(xxi) subject to Section 2.01(g), the Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(d)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise then applicable) recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been (or are required to have been) delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments on a Pro Forma BasisBasis (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(xii) the Incremental Term Loans shall rank (A) if incurred by the Company, pari passu in right of payment with the Term Loans (other than the Term A-1 Loans, the Term A-2 Loans and the Term B-2 Loans, and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto) and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term Facilities (other than the Term A-1 Loans, the Term A-2 Loans and the Term B-2 Loans, and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto) and (B) if incurred by a Designated Borrower, pari passu in right of payment with the Term A-1 Loans, the Term A-2 Loans and the Term B-2 Loans, and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term A-1 Loans, the Term A-2 Loans and the Term B-2 Loans, and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto;
(xiii) no Incremental Term Loan (other than Incremental Term Loans made to any Designated Borrower) or increase in the Aggregate Revolving Commitments may be guaranteed by any Person other than a Domestic Loan Party, or secured by any asset that does not constitute Collateral securing only the Direct U.S. Loan Party Obligations;
(xiv) no Incremental Term Loan made to a Designated Borrower may be guaranteed by any Person other than a Domestic Loan Party or a Foreign Loan Party, or secured by any asset that does not constitute Collateral securing the Foreign Obligations and guarantees thereof by the Domestic Loan Parties;
(xv) no Incremental Term Loans (other than with the proceeds of Credit Agreement Refinancing Indebtedness in respect thereof) (x) incurred by a Designated Borrower may be optionally or mandatorily prepaid prior to the date on which all Term A-1 Loans, Term A-2 Loans and Term B-2 Loans, and all other Extended Term Loans, Refinancing Term Loans and Replacement Term Loans incurred by a Designated Borrower, in each case with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans and (y) not described in preceding clause (x) may be optionally or mandatorily prepaid prior to the date on which all such Term Loans with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans; and
(xvi) any Incremental Term Loan that is implemented by increasing the amount of then-existing Term Loans of any Class (rather than by implementing a new Class of Term Loans) shall have identical terms to such then-existing Class of Term Loans.
Appears in 1 contract
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Subject to the limitations in the Fee Letter, the Borrower shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans at any time prior to the date that is six (6) months prior to the Revolving Credit Maturity Date subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(d) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(c) shall not exceed $500,000,00075,000,000;
(ii) no Default exists both immediately before shall have occurred and immediately after giving effect to be continuing on the date on which such increase or Borrowingborrowing is to become effective;
(iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(id)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the Borrower, one or more existing Lenders and/or one or more other institutions borrowings that qualify as an Eligible Assignees Assignee (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan);
(vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Maturity Date for the Revolving Loans and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the Term A-1 LoanRevolving Loans;
(ix) the interest rate margins and, subject to Section 2.01(e)(viii2.01(d)(viii), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower and Lenders providing such Incremental Term Loan; and
(x) the Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments (assuming such increase is fully-drawn for such calculation) on a Pro Forma Basis.
Appears in 1 contract
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments (any such increase, an “Incremental Revolving Facility”) or borrow one or more Incremental Term Loans (which may, at the option of the Borrower, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(c) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(d) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(d) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(c) shall not exceed the sum of (x) $500,000,000150,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Senior Secured Net Leverage Ratio to be greater than 2.75 to 1.00 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments are senior secured (even if not) and were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans), but excluding any substantially simultaneously debt incurrence pursuant to clause (x) (it being understood that Loans and/or Revolving Commitments may be incurred under both clauses (x) and (y) may be utilized in a single transaction by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x));
(ii) subject to Section 2.01(g), no Default exists both immediately before (or, in the case of an Incremental Facility the proceeds of which will be used to finance a Permitted Acquisition, no Default under Sections 9.01(a) or 9.01(f)) shall have occurred and immediately after giving effect to be continuing on the date on which such increase or Borrowingborrowing is to become effective;
(iii) subject to Section 2.01(g), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(id)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the Borrower, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and an Intercreditor Agreement by arrangement reasonably acceptable to the Administrative Agent);
(vi) the Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvii) below, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date and of any Term Loan at such time;
(ix) subject to clause (xvii) below, the weighted average life Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvii) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(d)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to any Incremental Term Loan incurred less than 18 months after the Closing Date is more than 0.50% higher than the corresponding Effective Yield for the existing Euro Term Loans, the Applicable Rate with respect to the existing Euro Term Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to Euro Term Loans, as applicable, minus 0.50%;
(xxi) subject to Section 2.01(g), the Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(d)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been (or are required to have been) delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments on a Pro Forma BasisBasis (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(xii) the Incremental Term Loans shall rank pari passu or junior (in each case on terms pursuant to documentation reasonably satisfactory to the Administrative Agent) in right of payment with the Euro Term Loans, and any Refinancing Term Loans or Extended Term Loans incurred by the Borrower with respect thereto and the Liens securing such Incremental Term Loans shall rank pari passu or junior (in each case on terms pursuant to documentation reasonably satisfactory to the Administrative Agent) with the Liens securing the Euro Term Loans, and any Refinancing Term Loans and Extended Term Loans incurred by the Borrower with respect thereto;
(xiii) [reserved];
(xiv) no Incremental Term Loan or increase in the Aggregate Revolving Commitments made to the Borrower may be guaranteed by any Person other than a Loan Party, or secured by any asset that does not constitute Collateral securing the Obligations and guarantees thereof by the Loan Parties;
(xv) no Incremental Term Loans (other than with the proceeds of Credit Agreement Refinancing Indebtedness in respect thereof) may be optionally or mandatorily prepaid prior to the date on which all such Term Loans with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans;
(xvi) any Incremental Term Loan that is implemented by increasing the amount of then-existing Term Loans of any Class (rather than by implementing a new Class of Term Loans) shall have identical terms to such then-existing Class of Term Loans;
(xvii) any Incremental Revolving Facility shall be on terms and pursuant to documentation applicable to the Revolving Facility and any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Incremental Term Facility, provided that, to the extent such terms and documentation are not consistent with the Term Facility (except to the extent permitted by subclauses (viii), (ix) or (x) above), they shall be reasonably satisfactory to the Administrative Agent; and
(xviii) subject to subclause (xvii) above, any Incremental Term Facility shall be on terms and pursuant to documentation to be agreed between the Borrower and the applicable Lenders providing the Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the Term Facility or the Revolving Facility, as the case may be (except to the extent permitted above), such terms may, at the option of the Borrower, be incorporated into the Loan Documents to the extent all such terms are beneficial to all existing Lenders without further amendment requirements, including, for the avoidance of doubt, any increase in the Applicable Rate relating to the existing Term Facility to bring such Applicable Rate in line with the Incremental Term Facility to achieve fungibility with such existing Term Facility.
Appears in 1 contract
Samples: Credit Agreement (Coherent Inc)
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed the sum of (x) $500,000,0001,350,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 5.25 to 1.0 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans) plus (z) the amount of any voluntary repayments of the Term Facilities and Revolving Facility (to the extent accompanied by a permanent reduction in the Revolving Commitment) after the Restatement Effective Date and prior to such time other than voluntary prepayments funded with the proceeds of long-term indebtedness;
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately be continuing on the date on which such increase or borrowing is to become effective or would exist after giving effect to such increase or Borrowingthereto;
(iii) subject to Section 2.01(i), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(if)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent);
(vi) the Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date and of any Term Loan at such time;
(ix) subject to clause (xvi) below, the weighted average life Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvi) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred within 12 months of the Restatement Effective Date is more than 0.50% higher than the corresponding Effective Yield for the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans or Term B-4 Loans, the Applicable Rate with respect to the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans or Term B-4 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans or Term B-4 Loans, as applicable, minus 0.50%;
(xxi) subject to Section 2.01(i), the Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(f)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any increase to the Aggregate Revolving Commitments on a Pro Forma Basis.in
Appears in 1 contract
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed the sum of (x) $500,000,000500,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 4.25 to 1.0. (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately after giving effect to be continuing on the date on which such increase or Borrowingborrowing is to become effective;
(iii) subject to Section 2.01(i), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(id)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent);
(vi) the Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date and of any Term Loan at such time;
(ix) subject to clause (xvi) below, the weighted average life Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvi) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan is more than 0.50% higher than the corresponding Effective Yield for the existing Term B-1 Loans, Term B-2 Loans, 2017 Refinancing Term B-1 Loans or 2017 Refinancing Term B-2 Loans, the Applicable Rate with respect to the existing Term B-1 Loans, Term B-2 Loans, 2017 Refinancing Term B-1 Loans or 2017 Refinancing Term B-2 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to Term B-1 Loans, Term B-2 Loans, 2017 Refinancing Term B-1 Loans or 2017 Refinancing Term B-2 Loans, as applicable, minus 0.50%;
(xxi) subject to Section 2.01(i), the Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(f)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise then applicable) recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been (or are required to have been) delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments on a Pro Forma BasisBasis (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(xii) the Incremental Term Loans shall rank (A) if incurred by the Company, pari passu in right of payment with the Term Loans (other than the Term A-1 Loans, the Term A-2 Loans, the Term B-2 Loans, the 2017 Refinancing Term A-1 Loans, the 2017 Refinancing Term A-2 Loans, the 2017 Refinancing Term B-2 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto) and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term Facilities (other than the Term A-1 Loans, the Term A-2 Loans, the Term B-2 Loans, the 2017 Refinancing Term A-1 Loans, the 2017 Refinancing Term A-2 Loans, the 2017 Refinancing Term B-2 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto) and (B) if incurred by a Designated Borrower, pari passu in right of payment with the Term A-1 Loans, the Term A-2 Loans, the Term B-2 Loans, the 2017 Refinancing Term A-1 Loans, the 2017 Refinancing Term A-2 Loans, the 2017 Refinancing Term B-2 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term A-1 Loans, the Term A-2 Loans, the Term B-2 Loans, the 2017 Refinancing Term A-1 Loans, the 2017 Refinancing Term A-2 Loans, the 2017 Refinancing Term B-2 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto;
(xiii) no Incremental Term Loan (other than Incremental Term Loans made to any Designated Borrower) or increase in the Aggregate Revolving Commitments may be guaranteed by any Person other than a Domestic Loan Party, or secured by any asset that does not constitute Collateral securing only the Direct U.S. Loan Party Obligations;
(xiv) no Incremental Term Loan made to a Designated Borrower may be guaranteed by any Person other than a Domestic Loan Party or a Foreign Loan Party, or secured by any asset that does not constitute Collateral securing the Foreign Obligations and guarantees thereof by the Domestic Loan Parties;
(xv) no Incremental Term Loans (other than with the proceeds of Credit Agreement Refinancing Indebtedness in respect thereof) (x) incurred by a Designated Borrower may be optionally or mandatorily prepaid prior to the date on which all Term A-1 Loans, Term A-2 Loans, Term B-2 Loans, 2017 Refinancing Term A-1 Loans, 2017 Refinancing Term A-2 Loans and 2017 Refinancing Term B-2 Loans and all other Extended Term Loans, Refinancing Term Loans and Replacement Term Loans incurred by a Designated Borrower, in each case with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans and (y) not described in preceding clause (x) may be optionally or mandatorily prepaid prior to the date on which all such Term Loans with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans; and
(xvi) any Incremental Term Loan that is implemented by increasing the amount of then-existing Term Loans of any Class (rather than by implementing a new Class of Term Loans) shall have identical terms to such then-existing Class of Term Loans.
Appears in 1 contract
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of #95484613v795537764v17 Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed the sum of (x) $500,000,0001,350,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 5.25 to 1.0 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans) plus (z) the amount of any voluntary repayments of the Term Facilities and Revolving Facility (to the extent accompanied by a permanent reduction in the Revolving Commitment) after the Restatement Effective Date and prior to such time other than voluntary prepayments funded with the proceeds of long-term indebtedness;
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately after giving effect to such increase or Borrowing;
(iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) continuing on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality effective or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the Borrower, one or more existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan);
(vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall pay to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Maturity Date and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the Term A-1 Loan;
(ix) the interest rate margins and, subject to Section 2.01(e)(viii), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower and Lenders providing such Incremental Term Loan; and
(x) the Administrative Agent shall have received a pro forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) exist after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any increase to the Aggregate Revolving Commitments on a Pro Forma Basis.thereto;
Appears in 1 contract
Samples: Incremental Joinder (SS&C Technologies Holdings Inc)
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Applicable Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments (any such increase, an “Incremental Revolving Facility” and the loans thereunder, “Incremental Revolving Loans”) or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed $500,000,000the Incremental Cap;
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately be continuing on the date on which such increase or borrowing is to become effective or would exist after giving effect to such increase or Borrowingthereto;
(iii) subject to Section 2.01(i), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(if)(i) above or (b) as the Applicable Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Applicable Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Applicable Administrative Agent);
(vi) the Applicable Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Applicable Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Applicable Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans or SOFR Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below and the Permitted Earlier Maturity Indebtedness Exception, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date of any Term Loan at such time;
(ix) subject to clause (xvi) below and the weighted average life Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvii) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred within 12 months of the Restatement Effective Date is more than 0.50% higher than the corresponding Effective Yield for the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, the Applicable Rate with respect to the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as applicable, minus 0.50%;
(xxi) subject to clause (xvii) below, the interest rate margins and, subject to Section 2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Company and Lenders providing such Incremental Term Loan; provided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred as a term loan “B” Incremental Term Loan Facility that is denominated in United States Dollars within 6 months of the Incremental B-8 Effective Date (other than in respect of (A) any Incremental Term Loans that have an outside maturity date falling 2 years after the Latest Maturity Date, (B) any Incremental Term Loans which are less than the greater of $2,175,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, (C) customary bridge loans and (D) any Incremental Term Loans incurred to finance Permitted Acquisitions or similar Investments) is more than 0.50% higher than the corresponding Effective Yield for the Term B-8 Loans as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to Term B-8 Loans, as applicable, minus 0.50%;
(xii) subject to Section 2.01(i), the Applicable Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(f)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 8.11(a) (irrespective of whether such covenant is otherwise then applicable) recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been (or are required to have been) delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments on a Pro Forma BasisBasis (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(xiii) the Incremental Term Loans shall rank (A) if incurred by the Company, pari passu in right of payment with the Term Loans (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto) and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term Facilities (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto) and (B) if incurred by a Designated Borrower, pari passu in right of payment with the Term B-2 Loans, the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto;
(xiv) no Incremental Term Loan (other than Incremental Term Loans made to any Designated Borrower) or increase in the Aggregate Revolving Commitments may be guaranteed by any Person other than a Domestic Loan Party, or secured by any asset that does not constitute Collateral securing only the Direct U.S. Loan Party Obligations;
(xv) [reserved];
(xvi) no Incremental Term Loans (other than with the proceeds of Credit Agreement Refinancing Indebtedness in respect thereof) (x) incurred by a Designated Borrower may be optionally or mandatorily prepaid prior to the date on which all Refinancing Term B-2 Loans, Term B-4 Loans and all other Extended Term Loans, Refinancing Term Loans and Replacement Term Loans incurred by a Designated Borrower, in each case with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans and (y) not described in preceding clause (x) may be optionally or mandatorily prepaid prior to the date on which all such Term Loans with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans; and
(xvii) any Incremental Term Loan that is implemented by increasing the amount of then-existing Term Loans of any Class (rather than by implementing a new Class of Term Loans) shall have identical terms to such then-existing Class of Term Loans.
Appears in 1 contract
Samples: Incremental Joinder (SS&C Technologies Holdings Inc)
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Applicable Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed the sum of (x) $500,000,0001,350,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 5.25 to 1.0 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans) plus (z) the amount of any voluntary repayments of the Term Facilities and Revolving Facility (to the extent accompanied by a permanent reduction in the Revolving Commitment) after the Restatement Effective Date and prior to such time other than voluntary prepayments funded with the proceeds of long-term indebtedness;
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately be continuing on the date on which such increase or borrowing is to become effective or would exist after giving effect to such increase or Borrowingthereto;
(iii) subject to Section 2.01(i), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which #95537764v15AMERICAS/2023466857.21 #96465179v1 such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(if)(i) above or (b) as the Applicable Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Applicable Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Applicable Administrative Agent);
(vi) the Applicable Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Applicable Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Applicable Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans or SOFR Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date and of any Term Loan at such time;
(ix) subject to clause (xvi) below, the weighted average life Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;; #95537764v15AMERICAS/2023466857.21 #96465179v1
(ixx) subject to clause (xvi) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred within 12 months of the Restatement Effective Date is more than 0.50% higher than the corresponding Effective Yield for the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, the Applicable Rate with respect to the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as applicable, minus 0.50%;
(xxi) subject to Section 2.01(i), the Applicable Administrative Agent shall have received a pro forma Pro Forma Compliance Certificate demonstrating that the Loan Parties would be are in compliance with (i) Section 2.01(f)(i) (if applicable) and (ii) the financial covenants covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise then applicable) recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been (or are required to have been) delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any or increase to the Aggregate Revolving Commitments on a Pro Forma BasisBasis (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);
(xii) the Incremental Term Loans shall rank (A) if incurred by the Company, pari passu in right of payment with the Term Loans (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto) and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the Term Facilities (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto) and (B) if incurred by a Designated Borrower, pari passu in right of payment with the Term B-2 Loans, the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto and the Liens securing such Incremental Term Loans shall rank pari passu with the Liens securing the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans and any Refinancing Term Loans, Extended Term Loans and Replacement Term Loans incurred by any Designated Borrower with respect thereto;
(xiii) no Incremental Term Loan (other than Incremental Term Loans made to any Designated Borrower) or increase in the Aggregate Revolving Commitments may be guaranteed by any Person other than a Domestic Loan Party, or secured by any asset that does not constitute Collateral securing only the Direct U.S. Loan Party Obligations; #95537764v15AMERICAS/2023466857.21 #96465179v1
(xiv) no Incremental Term Loan made to a Designated Borrower may be guaranteed by any Person other than a Domestic Loan Party or a Foreign Loan Party, or secured by any asset that does not constitute Collateral securing the Foreign Obligations and guarantees thereof by the Domestic Loan Parties;
(xv) no Incremental Term Loans (other than with the proceeds of Credit Agreement Refinancing Indebtedness in respect thereof) (x) incurred by a Designated Borrower may be optionally or mandatorily prepaid prior to the date on which all Refinancing Term B-2 Loans, Term B-4 Loans and all other Extended Term Loans, Refinancing Term Loans and Replacement Term Loans incurred by a Designated Borrower, in each case with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans and (y) not described in preceding clause (x) may be optionally or mandatorily prepaid prior to the date on which all such Term Loans with an earlier final stated maturity are repaid in full, unless such optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of such other Classes of Term Loans; and
(xvi) any Incremental Term Loan that is implemented by increasing the amount of then-existing Term Loans of any Class (rather than by implementing a new Class of Term Loans) shall have identical terms to such then-existing Class of Term Loans.
Appears in 1 contract
Samples: Revolving Facility Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower shall have the right, upon at least ten (10) Business Days’ prior written notice (or such shorter notice as the Administrative Agent may agree in its sole discretion) to the Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments or borrow one or more Incremental Term Loans at any time prior to the date that is six (6) months prior to the Revolving Credit Maturity Date subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d) ), in each case, after the Third Amendment Effective Date, shall not exceed $500,000,000;
(ii) no Default exists both immediately before and immediately after giving effect to such increase or Borrowing; provided that, with respect to any Incremental Term Loan the proceeds of which are used to fund a Permitted Acquisition substantially concurrently upon the receipt thereof, the absence of a Default (other than an Event of Default specified in Section 9.01(a), 9.01(b), 9.01(h), 9.01(i) or 9.01(j)) shall not constitute a condition to the issuance or incurrence of such Incremental Term Loan;
(iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects); provided that, with respect to any Incremental Term Loan the proceeds of which are used to fund a Permitted Acquisition substantially concurrently upon the receipt thereof, the only representations and warranties in Article VI the accuracy of which shall be a condition to the making of such Incremental Term Loan shall be the representations and warranties set forth in Sections 6.01(a) (but only with respect to Loan Parties), 6.02, 6.03(b), 6.03(c) (but only as it relates to the Organization Documents of the Loan Parties), 6.08, 6.13 (but only as it relates to security interests that may be perfected solely through the filing of UCC financing statements, filing of intellectual property security agreements with the United States Patent and Trademark Office and United States Copyright Office and delivery of certificated Capital Stock of Domestic Subsidiaries), 6.16 and 6.18;
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(i) above or (b) as the Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the Borrower, one or more existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan);
(vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall pay to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Maturity Date and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the Term A-1 Loan;
(ix) the interest rate margins and, subject to Section 2.01(e)(viii), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower and Lenders providing such Incremental Term Loan; and
(x) the Administrative Agent shall have received a pro forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Term Loan and/or any Borrowings of Revolving Loans in connection with any increase to the Aggregate Revolving Commitments on a Pro Forma Basis.
Appears in 1 contract
Increases of the Aggregate Revolving Commitments; Institution of Incremental Term Loans. The Borrower Company shall have the right, upon at least ten (10) Business Days’ prior written notice to the Applicable Administrative Agent, to increase (in one or more increases) the Aggregate Revolving Commitments (any such increase, an “Incremental Revolving Facility” and the loans thereunder, “Incremental Revolving Loans”) or borrow one or more Incremental Term Loans (which may, at the option of the Company, consist of an increase to an existing Class of outstanding Term Loans or a new Class of Term Loans) at any time prior to the date that is six (6Latest Maturity Date. Any incurrence of Incremental Term Loans pursuant to Section 2.01(e) months prior and any increase to the Aggregate Revolving Credit Maturity Date Commitment pursuant to this Section 2.01(f) shall be subject to satisfaction of the following conditions precedent:
(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(e2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(d2.01(e) shall not exceed the sum of (x) $500,000,0001,350,000,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 5.25 to 1.0 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans) plus (z) the amount of any voluntary repayments of the Term Facilities and Revolving Facility (to the extent accompanied by a permanent reduction in the Revolving Commitment) after the Restatement Effective Date and prior to such time other than voluntary prepayments funded with the proceeds of long-term indebtedness;Incremental Cap;
(ii) subject to Section 2.01(i), no Default exists both immediately before shall have occurred and immediately be continuing on the date on which such increase or borrowing is to become effective or would exist after giving effect to such increase or Borrowingthereto;
(iii) subject to Section 2.01(i), the representations and warranties set forth in Article VI shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date on which such increase or borrowing is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects);
(iv) such increase or borrowing shall be in a minimum amount of $25,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser amounts (a) as shall be remaining under subsection (e)(if)(i) above or (b) as the Applicable Administrative Agent may agree);
(v) such requested increase or borrowing shall only be effective upon receipt by the Applicable Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase or borrowing from, at the sole discretion of the BorrowerCompany, one or more existing Lenders and/or one or more other institutions lenders that qualify as an Eligible Assignees Assignee (other than the Parent or any of its Subsidiaries) (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing its commitment and its obligations under this Agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent (which documentation shall take the form of Incremental Term Loan Agreements, in the case of a borrowing of an Incremental Term Loan, and the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Applicable Administrative Agent);
(vi) the Applicable Administrative Agent shall have received (A) all documents (including resolutions of the board of directors of the Borrower Company and the Guarantorsother Loan Parties) it may reasonably request relating to the corporate or other necessary authority for, and the validity of, such increase in the Aggregate Revolving Commitments or borrowing of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Applicable Administrative AgentAgent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Applicable Administrative Agent in order to ensure that any Incremental Term Loans and/or increase in the Aggregate Revolving Commitments are provided with the benefit of the applicable Loan Documents;
(vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of LIBOR Eurocurrency Rate Loans or SOFR Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower Company shall pay have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05;
(viii) subject to clause (xvi) below and the Permitted Earlier Maturity Indebtedness Exception, the maturity date for any Incremental Term Loan shall not be earlier than the Term A-1 Latest Maturity Date of any Term Loan at such time;
(ix) subject to clause (xvi) below and the weighted average life Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to maturity of Maturity for any Incremental Term Loan shall not be no shorter than that the longest then-remaining Weighted Average Life to Maturity of the any Term A-1 Loan;
(ixx) subject to clause (xvixvii) below, the interest rate margins and, subject to Section 2.01(e)(viii2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan shall be determined by the Borrower Company and Lenders providing such Incremental Term Loan; andprovided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred within 12 months of the Restatement Effective Date is more than 0.50% higher than the corresponding Effective Yield for the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, the Applicable Rate with respect to the existing 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as the case may be, shall be increased by an amount equal to the difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, as applicable, minus 0.50%;
(xxi) subject to clause (xvii) below, the Administrative Agent shall have received a pro forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant interest rate margins and, subject to Section 7.01(a) or 7.01(b) after giving effect 2.01(f)(ix), the amortization schedule applicable to any Incremental Term Loan and/or shall be determined by the Company and Lenders providing such Incremental Term Loan; provided, however, that if the Effective Yield applicable to such Incremental Term Loan incurred as a term loan “B” Incremental Term Loan Facility that is denominated in United States Dollars within 6 months of the Incremental B-8 Effective Date (other than in respect of (A) any Borrowings Incremental Term Loans that have an outside maturity date falling 2 years after the Latest Maturity Date, (B) any Incremental Term Loans which are less than the greater of Revolving $2,175,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, (C) customary bridge loans and (D) any Incremental Term Loans in connection with any increase incurred to finance Permitted Acquisitions or similar Investments) is more than 0.50% higher than the corresponding Effective Yield for the Term B-8 Loans as the case may be, shall be increased by an amount equal to the Aggregate Revolving Commitments on a Pro Forma Basis.difference between the Effective Yield with respect to the Incremental Term Loan and the corresponding Effective Yield with respect to Term B-8 Loans, as applicable, minus 0.50%;
Appears in 1 contract
Samples: Incremental Joinder & First Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
