Incremental Commitments and Loans. 2.1 Each Increased Revolving Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Increased Revolving Commitments it shall be bound under the Credit Agreement as a Lender holding an Increased Revolving Commitment for all purposes of the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Increased Revolving Lender hereby agrees to provide its respective Increased Revolving Commitment as set forth on Annex B hereto on the terms set forth in this Amendment, and its Increased Revolving Commitment shall be binding as of the Incremental Amendment Effective Date. On the Incremental Amendment Effective Date, if there are Revolving Loans then outstanding, the Borrowers shall prepay such Revolving Loans, and borrow Revolving Loans from the Increased Revolving Lender, as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Loans will be held ratably by the Lenders (including the Increased Revolving Lenders)) in accordance with their respective Revolving Commitments after giving effect to the applicable Increased Revolving Commitment. 2.2 Pursuant to a Notice of Borrowing (the “Incremental Borrowing Notice”) delivered to Administrative Agent by the Company on the date hereof, the Company has requested Incremental Term A Loan Commitments in an aggregate amount of $34,000,000. Upon satisfaction or waiver of the conditions set forth in Section 5 of this Amendment on the Incremental Amendment Effective Date, each of the Incremental Term A Lenders agrees to commit to provide an Incremental Term A Loan Commitment in an amount set forth opposite such Incremental Term A Lender’s name on Annex B hereto and severally agrees to make an additional Term A Loan (the “Incremental Term A Loan”) to Borrower in an aggregate amount not to exceed such Incremental Term A Lender’s Incremental Term A Loan Commitment. The proceeds of the Incremental Term A Loans shall be used solely (a) to fund payments in respect of Earnout Obligations under the Purchase Agreement as amended by the APA Amendment, (b) for general corporate purposes, (c) to pay dividends in an amount not to exceed $11,500,000 and (d) to pay fees and expenses incurred in connection with this Amendment and the APA Amendment. 2.3 Each Incremental Term A Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Incremental Term A Loan Commitment and its Incremental Term A Loans it shall be bound under the Credit Agreement as a Lender holding an Incremental Term A Loan Commitment for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. The Incremental Term A Lenders and the Borrowers agree that the Incremental Term A Loans will be a new class of Term A Loans and, when funded, will constitute Incremental Term A Loans for all purposes of the Credit Agreement. Except as otherwise provided herein, the Incremental Term A Loans will have the same terms as the Existing Term A Loans. The Incremental Term A Loan Commitment provided hereunder shall terminate on the Incremental Amendment Effective Date immediately upon the borrowing of the Incremental Term A Loans.
Appears in 1 contract
Incremental Commitments and Loans. 2.1 Each Increased Revolving Lender acknowledges and agrees that upon The Borrower may, at any time after the occurrence Effective Date by notice to the Administrative Agent, request:
(a) one or more increases in the aggregate amount of the Revolving Credit Commitments hereunder by (i) having an existing Revolving Credit Lender increase the amount of its Revolving Credit Commitment then in effect and/or (ii) adding as a new Revolving Credit Lender with a new Dollar Revolving Credit Sub-Commitment or Multicurrency Revolving Sub-Commitment hereunder any Person which is not then a Dollar Revolving Credit Lender or a Multicurrency Revolving Credit Lender, as applicable (each such Lender or Person, an “Incremental Amendment Revolving Credit Lender”; and each such increase by an Incremental Revolving Credit Lender, an “Incremental Revolving Credit Commitment”); or
(b) one or more tranches of term loans in Dollars hereunder by having an existing Lender or any other Person provide such additional term loan (each such Lender or Person, an “Incremental Term Lender” and, together with an Incremental Revolving Credit Lender, each an “Incremental Lender”; each such additional term loan by an Incremental Term Lender, an “Incremental Term Loan” and the commitment of an Incremental Term Lender to provide an Incremental Term Loan, an “Incremental Term Loan Commitment”); which notice shall specify the name of each proposed Incremental Lender, the amount of such Incremental Lender’s Incremental Revolving Credit Commitment (and whether such increase is in respect of the Dollar Revolving Credit Sub-Commitment or the Multicurrency Revolving Credit Sub-Commitment) or Incremental Term Loan Commitment, as applicable, the date on which such Commitment shall be effective (the “Incremental Loan Effective Date”) (which shall be a Business Day at least three Business Days (or such shorter period as agreed by the Administrative Agent) after delivery of such notice and 30 days prior to the Revolving Credit Commitment Termination Date; provided that each such Incremental Lender shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) if such consent would be required under Section 9.04(b) for an assignment of Revolving Credit Commitments to such Incremental Lender; and provided, further, that:
(i) the aggregate amount of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments under this Section shall not exceed $250,000,000;
(ii) the minimum amount of any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment shall be $2,000,000 or a larger multiple of $500,000;
(iii) both at the time of any such request and as of the relevant Incremental Loan Effective Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided that, in the event that any tranche of Incremental Term Loans is used to finance an Acquisition and to the extent the Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (aiii) it shall be bound under tested at the time of the execution of the acquisition agreement related to such Acquisition (provided that such Lenders so participating shall not be permitted to waive any Default or Event of Default then existing or existing after giving effect to such tranche of Incremental Term Loans);
(iv) the representations and warranties of the Borrower set forth in this Amendment Agreement, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the relevant Incremental Loan Effective Date (b) with respect or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date); provided that, in the event that any tranche of Incremental Term Loans is used to finance an Acquisition and to the Increased Revolving Commitments it extent the Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (iv) shall be bound limited to customary “specified representations” and those representations included in the acquisition agreement related to such Acquisition that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under the Credit Agreement such acquisition agreement as a Lender holding an Increased result of a breach of such representations;
(v) each Incremental Revolving Credit Commitment shall be a Revolving Credit Commitment for all purposes of this Agreement having the same terms applicable to the then existing Revolving Credit Agreement Commitments; and
(vi) (a) the final maturity date of any Incremental Term Loan shall be no earlier than the Revolving Credit Commitment Termination Date (but may have amortization prior to such date), (b) Incremental Term Loans shall rank pari passu in right of payment and security with the Revolving Credit Loans and (c) shall be treated substantially the same as or less favorably than (and in any event no more favorably than) the Revolving Credit Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Revolving Credit Commitment Termination Date may provide for material additional or different financial or other covenants applicable only during periods after the Revolving Credit Commitment Termination Date, (ii) the Incremental Term Loans may provide for prepayment requirements that are different and more onerous than the prepayment requirements applicable to the Revolving Credit Loans (including that any proceeds being applied to the Loans shall first be applied to the Incremental Term Loans) and (iii) the Incremental Term Loans may be priced differently than the Revolving Credit Loans. Each Incremental Revolving Credit Commitment (and the increase of, or the undertaking of, any Revolving Credit Sub-Commitment of each Incremental Revolving Credit Lender resulting therefrom) or each Incremental Term Loan Commitment, as the case may be, shall become effective as of the relevant Incremental Loan Effective Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Incremental Loan Effective Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, as applicable, under this paragraph have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, which shall provide for such Incremental Revolving Credit Commitment and/or Incremental Term Loan Commitment of each Incremental Lender and the other Loan Documentsrelevant terms relating thereto, duly executed by each Incremental Lender and the Borrower and acknowledged by the Administrative Agent, and customary legal opinions or other documents reasonably requested by the Administrative Agent in connection therewith. With respect to any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, upon the Administrative Agent’s receipt of each such agreement executed by such parties, together with the other documentation contemplated above, and subject to the foregoing terms and conditions, on the relevant Loan Effective Date each Incremental Lender shall perform all the obligations of and shall have all rights of become a Lender thereunder. Each Increased hereunder with an Incremental Revolving Lender hereby agrees to provide its respective Increased Revolving Credit Commitment or Incremental Term Loan Commitment, as set forth on Annex B hereto on the terms set forth in this Amendmentapplicable, and its Increased Revolving Commitment the Administrative Agent shall be binding as of record the Incremental Amendment Effective Dateinformation contained in such agreement in the Register and give prompt notice thereof to the Borrower and the Lenders. On the Incremental Amendment Loan Effective DateDate for an Incremental Revolving Credit Commitment, if there (i) in the event Syndicated Revolving Credit Loans are then outstanding under the Revolving Loans then outstandingCredit Sub-Commitment that is being increased, (x) each relevant Incremental Revolving Credit Lender shall make available to the Borrowers Administrative Agent such amounts in immediately available funds as the Administrative Agent shall prepay determine, for the benefit of the other relevant Revolving Credit Lenders under such Revolving Loans, and borrow Revolving Loans from the Increased Revolving LenderCredit Sub-Commitment, as shall be necessary being required in order thatto cause, after giving effect to such prepayments increase and borrowingsthe application of such amounts to make payments to such other Revolving Credit Lenders, all the Syndicated Revolving Credit Loans will to be held ratably by the all Revolving Credit Lenders (including the Increased under such Revolving Lenders)) Credit Sub-Commitment in accordance with their respective Revolving Commitments after giving effect Credit Sub-Commitments, (y) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Revolving Credit Loans under such Revolving Credit Sub-Commitment as of such Incremental Loan Effective Date (with such borrowing to consist of the Type of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (z) the Borrower shall pay to the applicable Increased Revolving Commitment.
2.2 Pursuant to Credit Lenders under such Revolving Credit Sub-Commitment the amounts, if any, payable under Section 2.14 as a Notice result of Borrowing such prepayment; and (ii) the “Incremental Borrowing Notice”) delivered to Administrative Agent participations hereunder in Swingline Loans and/or Letters of Credit then outstanding held by the Company on Revolving Credit Lenders shall be adjusted accordingly to reflect the date hereof, the Company has requested addition of such Incremental Term A Loan Commitments in an aggregate amount of $34,000,000Revolving Credit Commitment. Upon satisfaction or waiver of the conditions set forth in Section 5 of this Amendment on On the Incremental Amendment Loan Effective Date, each of Date (or such other date provided above for in the Incremental Term A Lenders agrees relevant agreement referred to commit to provide above) for an Incremental Term A Loan Commitment Commitment, each relevant Incremental Term Lender shall make an Incremental Term Loan to the Borrower in an the amount set forth opposite of such Incremental Term A Lender’s name on Annex B hereto Loan Commitment pursuant to this Section and severally agrees otherwise in accordance with this Agreement. Incremental Term Loans may be made hereunder pursuant to make an additional Term A Loan amendment or restatement (the an “Incremental Term A LoanLoan Amendment”) to Borrower in an aggregate amount not to exceed such of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term A Lender’s Loan Lender participating in such tranche of Incremental Term A Loan CommitmentLoans and the Administrative Agent. The proceeds of the Incremental Term A Loans shall be used solely (a) Loan Amendment may, without the consent of any other Lenders, effect such amendments to fund payments in respect of Earnout Obligations under the Purchase Agreement as amended by the APA Amendment, (b) for general corporate purposes, (c) to pay dividends in an amount not to exceed $11,500,000 and (d) to pay fees and expenses incurred in connection with this Amendment and the APA Amendment.
2.3 Each Incremental Term A Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Incremental Term A Loan Commitment and its Incremental Term A Loans it shall be bound under the Credit Agreement as a Lender holding an Incremental Term A Loan Commitment for all purposes of, the Credit Agreement and the other Loan DocumentsDocuments as may be necessary or appropriate, and shall perform all in the obligations of and shall have all rights of a Lender thereunder. The Incremental Term A Lenders and the Borrowers agree that the Incremental Term A Loans will be a new class of Term A Loans and, when funded, will constitute Incremental Term A Loans for all purposes reasonable opinion of the Credit AgreementAdministrative Agent, to effect the provisions of this Section 2.20. Except as otherwise provided hereinNotwithstanding anything herein to the contrary, the Incremental Term A Loans will have the same terms as the Existing Term A Loans. The Incremental Term A Loan in no event shall any Lender be obligated to increase its Commitment provided hereunder shall terminate on the Incremental Amendment Effective Date immediately upon the borrowing of the Incremental Term A Loanshereunder.
Appears in 1 contract
Samples: Credit Agreement (Teleflex Inc)
Incremental Commitments and Loans. 2.1 Each Increased Revolving Lender acknowledges and agrees that upon The Borrower may, at any time after the occurrence Amendment No. 3 Effective Date by notice to the Administrative Agent, request:
(a) one or more increases in the aggregate amount of the Tranche 2 Revolving Credit Commitments hereunder by (i) having an existing Tranche 2 Revolving Credit Lender increase the amount of its Tranche 2 Revolving Credit Commitment then in effect and/or (ii) adding as a new Tranche 2 Revolving Credit Lender with a new Dollar Revolving Credit Sub-Commitment or Multicurrency Revolving Sub-Commitment hereunder any Person which is not then a Dollar Revolving Credit Lender or a Multicurrency Revolving Credit Lender, as applicable (each such Lender or Person, an “Incremental Amendment Revolving Credit Lender”; and each such increase by an Incremental Revolving Credit Lender, an “Incremental Revolving Credit Commitment”); or
(b) one or more additional tranches of term loans in Dollars hereunder by having an existing Term Lender or any other Person provide such additional term loan (each such Lender or Person, an “Incremental Term Lender” and, together with an Incremental Revolving Credit Lender, each an “Incremental Lender”; each such additional term loan by an Incremental Term Lender, an “Incremental Term Loan” and the commitment of an Incremental Term Lender to provide an Incremental Term Loan, an “Incremental Term Loan Commitment”); which notice shall specify the name of each proposed Incremental Lender, the amount of such Incremental Lender’s Incremental Revolving Credit Commitment (and whether such increase is in respect of the Dollar Revolving Credit Sub-Commitment or the Multicurrency Revolving Credit Sub-Commitment) or Incremental Term Loan Commitment, as applicable, the date on which such Commitment shall be effective (the “Incremental Loan Effective Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to (x) in respect of an Incremental Revolving Credit Commitment, the Tranche 2 Revolving Credit Commitment Termination Date or (y) in respect of an Incremental Term Loan Commitment, the Tranche 2 Term Loan Maturity Date); provided that each such Incremental Lender shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) if such consent would be required under Section 9.04(b) for an assignment of Revolving Credit Commitments or Term Loans, as applicable, to such Incremental Lender; and provided, further, that:
(i) the aggregate amount of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments under this Section shall not exceed $200,000,000;
(ii) the minimum amount of any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment shall be $10,000,000 or a larger multiple of $1,000,000;
(iii) both at the time of any such request and as of the relevant Incremental Loan Effective Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom;
(aiv) the representations and warranties of the Borrower set forth in this Agreement, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be bound under this Amendment true and correct in all material respects on and as of the relevant Incremental Loan Effective Date (bor, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date);
(v) with respect to the Increased each Incremental Revolving Commitments it Credit Commitment shall be bound under the a Tranche 2 Revolving Credit Agreement as a Lender holding an Increased Revolving Commitment for all purposes of this Agreement having the same terms applicable to the then existing Tranche 2 Revolving Credit Agreement Commitments; and
(vi) (x) except as to interest rates, amortization and final maturity date (which shall, subject to subclauses (y) and (z) below, be determined by the Borrower and the Incremental Term Lenders in their sole discretion, with, in the case of the final maturity date only, the consent of the Administrative Agent (such consent not to be unreasonably withheld)), the Incremental Term Loans shall have the same terms as the then existing Tranche 2 Term Loans, (y) the final maturity date of any Incremental Term Loan shall be no earlier that the Tranche 2 Term Loan Maturity Date and (z) the weighted average life to maturity of any Incremental Term Loan shall be no shorter than the remaining weighted average life to maturity of the Tranche 2 Term Loans; provided that if any Incremental Term Loan shall have the same interest rate, amortization and final maturity date as the existing Tranche 2 Term Loans at the time such Incremental Term Loan is made, such Incremental Term Loan shall be treated as a Tranche 2 Term Loan for all purposes of this Agreement. Each Incremental Revolving Credit Commitment (and the increase of, or the undertaking of, any Revolving Credit Sub-Commitment of each Incremental Revolving Credit Lender resulting therefrom) or each Incremental Term Loan Commitment, as the case may be, shall become effective as of the relevant Incremental Loan Effective Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Incremental Loan Effective Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, as applicable, under this paragraph have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, which shall provide for such Incremental Revolving Credit Commitment and/or Incremental Term Loan Commitment of each Incremental Lender and the other Loan Documentsrelevant terms relating thereto, duly executed by each Incremental Lender and the Borrower and acknowledged by the Administrative Agent, and customary legal opinions or other documents reasonably requested by the Administrative Agent in connection therewith. With respect to any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, upon the Administrative Agent’s receipt of each such agreement executed by such parties, together with the other documentation contemplated above, and subject to the foregoing terms and conditions, on the relevant Loan Effective Date each Incremental Lender shall perform all the obligations of and shall have all rights of become a Lender thereunder. Each Increased hereunder with an Incremental Revolving Lender hereby agrees to provide its respective Increased Revolving Credit Commitment or Incremental Term Loan Commitment, as set forth on Annex B hereto on the terms set forth in this Amendmentapplicable, and its Increased Revolving Commitment the Administrative Agent shall be binding as of record the Incremental Amendment Effective Dateinformation contained in such agreement in the Register and give prompt notice thereof to the Borrower and the Lenders. On the Incremental Amendment Loan Effective DateDate for an Incremental Revolving Credit Commitment, if there (i) in the event Syndicated Revolving Credit Loans are then outstanding under the Revolving Loans then outstandingCredit Sub-Commitment of any Tranche that is being increased, (x) each relevant Incremental Revolving Credit Lender shall make available to the Borrowers Administrative Agent such amounts in immediately available funds as the Administrative Agent shall prepay determine, for the benefit of the other relevant Revolving Credit Lenders under such Revolving Loans, and borrow Revolving Loans from the Increased Revolving LenderCredit Sub-Commitment of such Tranche, as shall be necessary being required in order thatto cause, after giving effect to such prepayments increase and borrowingsthe application of such amounts to make payments to such other Revolving Credit Lenders, all the Syndicated Revolving Credit Loans will to be held ratably by the all Revolving Credit Lenders (including the Increased under such Revolving Lenders)) Credit Sub-Commitment of such Tranche in accordance with their respective Revolving Credit Sub-Commitments after giving effect of such Tranche, (y) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Revolving Credit Loans under such Revolving Credit Sub-Commitment of such Tranche as of such Incremental Loan Effective Date (with such borrowing to consist of the Type of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (z) the Borrower shall pay to the applicable Increased Revolving Commitment.
2.2 Pursuant to Credit Lenders under such Revolving Credit Sub-Commitment of such Tranche the amounts, if any, payable under Section 2.14 as a Notice result of Borrowing such prepayment; and (ii) the “Incremental Borrowing Notice”) delivered to Administrative Agent participations hereunder in Swingline Loans and/or Letters of Credit then outstanding held by the Company on Revolving Credit Lenders shall be adjusted accordingly to reflect the date hereof, the Company has requested addition of such Incremental Term A Loan Commitments in an aggregate amount of $34,000,000Revolving Credit Commitment. Upon satisfaction or waiver of the conditions set forth in Section 5 of this Amendment on On the Incremental Amendment Loan Effective Date, each of Date (or such other date provided above for in the Incremental Term A Lenders agrees relevant agreement referred to commit to provide above) for an Incremental Term A Loan Commitment Commitment, each relevant Incremental Term Lender shall make an Incremental Term Loan to the Borrower in an the amount set forth opposite of such Incremental Term A Lender’s name on Annex B hereto Loan Commitment pursuant to this Section and severally agrees to make an additional Term A Loan (the “Incremental Term A Loan”) to Borrower otherwise in an aggregate amount not to exceed accordance with this Agreement; provided that, if such Incremental Term A Lender’s Loan shall be treated as a Tranche 2 Term Loan pursuant to clause (vi) above, such Incremental Term A Loan Commitment. The proceeds shall consist proportionately of the Incremental Term A Loans shall be used solely (a) to fund payments in respect of Earnout Obligations under the Purchase Agreement as amended by the APA Amendment, (b) for general corporate purposes, (c) to pay dividends in an amount not to exceed $11,500,000 and (d) to pay fees and expenses incurred in connection with this Amendment and the APA Amendment.
2.3 Each Incremental Term A Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Incremental Term A Loan Commitment and its Incremental Term A Loans it shall be bound under the Credit Agreement as a Lender holding an Incremental Term A Loan Commitment for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. The Incremental Term A Lenders and the Borrowers agree that the Incremental Term A Loans will be a new class same Type of Term A Loans as the then outstanding Tranche 2 Term Loans and, when fundedin the case of Eurocurrency Term Loans, will constitute Incremental Term A Loans for all purposes having an Interest Period or Interest Periods ending on the last day(s) of the Credit Agreement. Except as otherwise provided herein, the Incremental Interest Period(s) for such outstanding Tranche 2 Term A Loans will have the same terms as the Existing Term A Loans. The Incremental Term A Loan Notwithstanding anything herein to the contrary, in no event shall any Lender be obligated to increase its Commitment provided hereunder shall terminate on the Incremental Amendment Effective Date immediately upon the borrowing of the Incremental Term A Loanshereunder.”
Appears in 1 contract
Samples: Credit Agreement (Teleflex Inc)
Incremental Commitments and Loans. 2.1 Each Increased The Borrower may, at any time after the Effective Date by notice to the Administrative Agent, request:
(a) one or more increases in the aggregate amount of the Revolving Credit Commitments hereunder by (i) having an existing Revolving Credit Lender acknowledges increase the amount of its Revolving Credit Commitment then in effect and/or (ii) adding as a new Revolving Credit Lender with a new Dollar Revolving Credit Sub-Commitment or Multicurrency Revolving Sub-Commitment hereunder any Person which is not then a Dollar Revolving Credit Lender or a Multicurrency Revolving Credit Lender, as applicable (each such Lender or Person, an “Incremental Revolving Credit Lender”; and agrees each such increase by an Incremental Revolving Credit Lender, an “Incremental Revolving Credit Commitment”); or
(b) one or more tranches of term loans in Dollars hereunder by having an existing Lender or any other Person provide such additional term loan (each such Lender or Person, an “Incremental Term Lender” and, together with an Incremental Revolving Credit Lender, each an “Incremental Lender”; each such additional term loan by an Incremental Term Lender, an “Incremental Term Loan” and the commitment of an Incremental Term Lender to provide an Incremental Term Loan, an “Incremental Term Loan Commitment”); which notice shall specify the name of each proposed Incremental Lender, the amount of such Incremental Lender’s Incremental Revolving Credit Commitment (and whether such increase is in respect of the Dollar Revolving Credit Sub-Commitment or the Multicurrency Revolving Credit Sub-Commitment) or Incremental Term Loan Commitment, as applicable, the date on which such Commitment shall be effective (the “Incremental Loan Effective Date”) (which shall be a Business Day at least three Business Days (or such shorter period as agreed by the Administrative Agent) after delivery of such notice and 30 days prior to the Revolving Credit Maturity Date; provided that upon each such Incremental Lender shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) if such consent would be required under Section 9.04(b) for an assignment of Revolving Credit Commitments to such Incremental Lender; and provided, further, that:
(i) notwithstanding anything to the contrary herein, the aggregate amount of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments under this Section shall not exceed the sum of (A) $500,000,000 plus (B) on and after the occurrence of the Incremental Amendment Effective Trigger Date, an unlimited additional amount such that, in the case of this clause (aB) it only, after giving effect (including pro forma effect) thereto (assuming that any Incremental Revolving Credit Commitments are drawn in full), (i) at all times that the Obligations are secured by the Collateral, the Consolidated Senior Secured Leverage Ratio calculated on a pro forma basis for the period of four (4) consecutive fiscal quarters ending on the most recent fiscal quarter of the Borrower for which Financials have been delivered shall not exceed 2.50 to 1.00 and (ii) at all times that the Obligations are not secured by the Collateral, the Total Leverage Ratio calculated on a pro forma basis for the period of four (4) consecutive fiscal quarters ending on the most recent fiscal quarter of the Borrower for which Financials have been delivered shall not exceed 3.50 to 1.00 (in each case for clauses (i) and (ii) other than to the extent such Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments are incurred pursuant to this clause (B) concurrently with the incurrence of Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments in reliance on clause (A) above, in which case the Consolidated Senior Secured Leverage Ratio or Total Leverage Ratio shall be bound under permitted to exceed 2.50 to 1.00 or 3.50 to 1.00, as applicable, to the extent of such Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments incurred in reliance on such clause (A)); provided that, (i) for the avoidance of doubt, Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments may be incurred pursuant to this Amendment clause (B) prior to utilization of the amount set forth in clause (A) above and (bii) in the event that any tranche of Incremental Term Loans is used to finance an Acquisition and to the extent the Lenders participating in such tranche of Incremental Term Loans agree, the compliance with this clause (B) shall be tested at the time of the execution of the acquisition agreement related to such Acquisition (after giving pro forma effect to such Acquisition, the incurrence of such Incremental Term Loans and the application of the proceeds thereof); provided that to the extent compliance with this clause (B) is tested at the time of the execution of the acquisition agreement related to such Acquisition, then from such time of execution and prior to the earlier of the date on which such Acquisition is consummated or the date on which such acquisition agreement is terminated or expires, any calculation of any ratio, test or basket availability with respect to the Increased Revolving Commitments it incurrence of Indebtedness or Liens shall be bound calculated as if such Acquisition (and the incurrence of such applicable Incremental Term Loans) had been consummated;
(ii) the minimum amount of any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment shall be $2,000,000 or a larger multiple of $500,000;
(iii) both at the time of any such request and as of the relevant Incremental Loan Effective Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided that, in the event that any tranche of Incremental Term Loans is used to finance an Acquisition and to the extent the Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (iii) shall be tested at the time of the execution of the acquisition agreement related to such Acquisition (provided that such Lenders so participating shall not be permitted to waive any Default or Event of Default then existing or existing after giving effect to such tranche of Incremental Term Loans);
(iv) the representations and warranties of the Borrower set forth in this Agreement, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the relevant Incremental Loan Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date); provided that, in the event that any tranche of Incremental Term Loans is used to finance an Acquisition and to the extent the Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (iv) shall be limited to customary “specified representations” and those representations included in the acquisition agreement related to such Acquisition that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under the Credit Agreement such acquisition agreement as a Lender holding an Increased result of a breach of such representations;
(v) each Incremental Revolving Credit Commitment shall be a Revolving Credit Commitment for all purposes of this Agreement having the same terms applicable to the then existing Revolving Credit Agreement Commitments; and
(vi) (a) the final maturity date of any Incremental Term Loan shall be no earlier than the later of the Revolving Credit Maturity Date and the Term Loan Maturity Date (but may have amortization prior to such date), (b) Incremental Term Loans shall rank pari passu in right of payment and security with the Revolving Credit Loans and (c) shall be treated substantially the same as or less favorably than (and in any event no more favorably than) the Revolving Credit Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the later of the Term Loan Maturity Date and the Revolving Credit Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after such date, (ii) the Incremental Term Loans may provide for prepayment requirements that are different and more onerous than the prepayment requirements applicable to the Revolving Credit Loans (including that any proceeds being applied to the Loans shall first be applied to the Term Loans and the Incremental Term Loans on a ratable basis) and (iii) the Incremental Term Loans may be priced differently than the Revolving Credit Loans and the Term Loans. Each Incremental Revolving Credit Commitment (and the increase of, or the undertaking of, any Revolving Credit Sub-Commitment of each Incremental Revolving Credit Lender resulting therefrom) or each Incremental Term Loan Commitment, as the case may be, shall become effective as of the relevant Incremental Loan Effective Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Incremental Loan Effective Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, as applicable, under this paragraph have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, which shall provide for such Incremental Revolving Credit Commitment and/or Incremental Term Loan Commitment of each Incremental Lender and the other Loan Documentsrelevant terms relating thereto, duly executed by each Incremental Lender and the Borrower and acknowledged by the Administrative Agent, and customary legal opinions or other documents reasonably requested by the Administrative Agent in connection therewith. With respect to any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, upon the Administrative Agent’s receipt of each such agreement executed by such parties, together with the other documentation contemplated above, and subject to the foregoing terms and conditions, on the relevant Incremental Loan Effective Date each Incremental Lender shall perform all the obligations of and shall have all rights of become a Lender thereunder. Each Increased hereunder with an Incremental Revolving Lender hereby agrees to provide its respective Increased Revolving Credit Commitment or Incremental Term Loan Commitment, as set forth on Annex B hereto on the terms set forth in this Amendmentapplicable, and its Increased Revolving Commitment the Administrative Agent shall be binding as of record the Incremental Amendment Effective Dateinformation contained in such agreement in the Register and give prompt notice thereof to the Borrower and the Lenders. On the Incremental Amendment Loan Effective DateDate for an Incremental Revolving Credit Commitment, if there (i) in the event Syndicated Revolving Credit Loans are then outstanding under the Revolving Loans then outstandingCredit Sub-Commitment that is being increased, (x) each relevant Incremental Revolving Credit Lender shall make available to the Borrowers Administrative Agent such amounts in immediately available funds as the Administrative Agent shall prepay determine, for the benefit of the other relevant Revolving Credit Lenders under such Revolving Loans, and borrow Revolving Loans from the Increased Revolving LenderCredit Sub-Commitment, as shall be necessary being required in order thatto cause, after giving effect to such prepayments increase and borrowingsthe application of such amounts to make payments to such other Revolving Credit Lenders, all the Syndicated Revolving Credit Loans will to be held ratably by the all Revolving Credit Lenders (including the Increased under such Revolving Lenders)) Credit Sub-Commitment in accordance with their respective Revolving Commitments after giving effect Credit Sub-Commitments, (y) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Revolving Credit Loans under such Revolving Credit Sub-Commitment as of such Incremental Loan Effective Date (with such borrowing to consist of the Type of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (z) the Borrower shall pay to the applicable Increased Revolving Commitment.
2.2 Pursuant to Credit Lenders under such Revolving Credit Sub-Commitment the amounts, if any, payable under Section 2.14 as a Notice result of Borrowing such prepayment; and (ii) the “Incremental Borrowing Notice”) delivered to Administrative Agent participations hereunder in Swingline Loans and/or Letters of Credit then outstanding held by the Company on Revolving Credit Lenders shall be adjusted accordingly to reflect the date hereof, the Company has requested addition of such Incremental Term A Loan Commitments in an aggregate amount of $34,000,000Revolving Credit Commitment. Upon satisfaction or waiver of the conditions set forth in Section 5 of this Amendment on On the Incremental Amendment Loan Effective Date, each of Date (or such other date provided above for in the Incremental Term A Lenders agrees relevant agreement referred to commit to provide above) for an Incremental Term A Loan Commitment Commitment, each relevant Incremental Term Lender shall make an Incremental Term Loan to the Borrower in an the amount set forth opposite of such Incremental Term A Lender’s name on Annex B hereto Loan Commitment pursuant to this Section and severally agrees otherwise in accordance with this Agreement. Incremental Term Loans may be made hereunder pursuant to make an additional Term A Loan amendment or restatement (the an “Incremental Term A LoanLoan Amendment”) to Borrower in an aggregate amount not to exceed such of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term A Lender’s Loan Lender participating in such tranche of Incremental Term A Loan CommitmentLoans and the Administrative Agent. The proceeds of the Incremental Term A Loans shall be used solely (a) Loan Amendment may, without the consent of any other Lenders, effect such amendments to fund payments in respect of Earnout Obligations under the Purchase Agreement as amended by the APA Amendment, (b) for general corporate purposes, (c) to pay dividends in an amount not to exceed $11,500,000 and (d) to pay fees and expenses incurred in connection with this Amendment and the APA Amendment.
2.3 Each Incremental Term A Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Incremental Term A Loan Commitment and its Incremental Term A Loans it shall be bound under the Credit Agreement as a Lender holding an Incremental Term A Loan Commitment for all purposes of, the Credit Agreement and the other Loan DocumentsDocuments as may be necessary or appropriate, and shall perform all in the obligations of and shall have all rights of a Lender thereunder. The Incremental Term A Lenders and the Borrowers agree that the Incremental Term A Loans will be a new class of Term A Loans and, when funded, will constitute Incremental Term A Loans for all purposes reasonable opinion of the Credit AgreementAdministrative Agent, to effect the provisions of this Section 2.20. Except as otherwise provided hereinNotwithstanding anything herein to the contrary, the Incremental Term A Loans will have the same terms as the Existing Term A Loans. The Incremental Term A Loan in no event shall any Lender be obligated to increase its Commitment provided hereunder shall terminate on the Incremental Amendment Effective Date immediately upon the borrowing of the Incremental Term A Loanshereunder.
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Samples: Credit Agreement (Teleflex Inc)
Incremental Commitments and Loans. 2.1 Each Increased Revolving Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Increased Revolving Commitments it shall be bound under the Credit Agreement as a Lender holding an Increased Revolving Commitment for all purposes of the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Increased Revolving Lender hereby agrees to provide its respective Increased Revolving Commitment as set forth on Annex B hereto on the terms set forth in this Amendment, and its Increased Revolving Commitment shall be binding as of the Incremental Amendment Effective Date. On the Incremental Amendment Effective Date, if there are Revolving Loans then outstanding, the Borrowers shall prepay such Revolving Loans, and borrow Revolving Loans from the Increased Revolving Lender, as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Loans will be held ratably by the Lenders (including the Increased Revolving Lenders)) in accordance with their respective Revolving Commitments after giving effect to the applicable Increased Revolving Commitment.
2.2 Pursuant to a Notice of Borrowing (the “Incremental Borrowing Notice”) delivered to Administrative Agent by the Company Borrowers on the date hereof, the Company has Borrowers have requested Incremental Term A Loan Commitments in an aggregate amount of $34,000,00060,000,000. Upon satisfaction or waiver of the conditions set forth in Section 5 of this Amendment on the Incremental Amendment No. 2 Effective Date, each of the Incremental Term A Lenders agrees to commit to provide an Incremental Term A Loan Commitment in an amount set forth opposite such Incremental Term A Lender’s name on Annex B A hereto and severally agrees to make an additional Term A Loan (the “Incremental Term A Loan”) to Borrower the Borrowers in an aggregate amount not to exceed such Incremental Term A Lender’s Incremental Term A Loan Commitment. The proceeds of the Incremental Term A Loans shall be used solely (a) to, directly or indirectly, fund all of the purchase price for the Acquisition pursuant to fund payments in respect the terms of Earnout Obligations under the Purchase Agreement as amended by the APA AmendmentMerger Agreement, (b) for general corporate purposes, purposes and (c) to pay dividends in an amount not to exceed $11,500,000 and (d) to pay fees and expenses incurred in connection with this Amendment and the APA AmendmentAcquisition.
2.3 2.2 Each Incremental Term A Lender acknowledges and agrees that upon the occurrence of the Incremental Amendment No. 2 Effective Date, (a) it shall be bound under this Amendment and (b) with respect to the Incremental Term A Loan Commitment and its Incremental Term A Loans it shall be bound under the Credit Agreement as a Lender holding an Incremental Term A Loan Commitment for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. The Incremental Term A Lenders and the Borrowers agree that the Incremental Term A Loans will be a new class of Term A Loans and, when funded, will constitute Incremental Term A Loans for all purposes of the Credit AgreementAgreement (except as otherwise provided herein). Except as otherwise provided herein, the Incremental Term A Loans will have the same terms as the Existing Term A Loans. The Incremental Term A Loan Commitment provided hereunder shall terminate on the Incremental Amendment No. 2 Effective Date immediately upon the borrowing of the Incremental Term A Loans.
2.3 Each of the Loan Parties agrees that, as of the date hereof, each Incremental Term A Lender shall (a) be a party to the Credit Agreement, (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
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