Incremental Credit Extensions. (a) Parent may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount.
Appears in 6 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.)
Incremental Credit Extensions. (a) Parent The Borrower may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (iA) no Default or Event of Default shall exist and (iiB) Parent the Borrower shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 25 million (provided, that such amount may be less than $50 25 million if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount.
Appears in 3 contracts
Samples: Credit Agreement (CBS Radio Inc.), Credit Agreement (CBS Radio Inc.), Credit Agreement (CBS Corp)
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) ), or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase” together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in compliance with each of the covenants set forth in Sections 6.12 and 6.13 determined on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the most recently ended completed Test Period for which financial statements have been delivered pursuant to Section 6.01Period. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Facility shall be in an aggregate principal amount that is not less than $50 million 5,000,000 (provided, provided that such amount may be less than $50 million 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans shall not exceed $300,000,000 and the aggregate amount of the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) Increase shall not exceed the Maximum Incremental Facilities Amount$100,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Solutia Inc), Credit Agreement (Solutia Inc)
Incremental Credit Extensions. (a) Parent may, at At any time or from time to time after the Closing Date, by notice and subject to the Administrative Agent (whereupon terms and conditions of this Section 2.24, the Administrative Agent shall promptly deliver a copy to each of the Lenders), Borrower may request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or and/or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility Aggregate Commitment (each such increase, a “Revolving Commitment Increase”); provided, that upon ) with the effectiveness consent of the Administrative Agent but without the consent of any Incremental Amendment referred to below and at the time that any Lender not providing such Incremental Term Loan is made Loans or Commitment Increases, as the case may be; provided that the aggregate amount of all Incremental Term Loans and all Commitments (and after giving effect thereto), (ito all Commitment Increases) no Default or Event of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01not exceed $225,000,000. Each Any tranche of Incremental Term Loans and each Revolving Commitment Increase (A) shall be available to the Borrower in an aggregate principal amount that is Dollars and (B) shall rank pari passu in right of payment and security with the Revolving Loans, (C) shall not less mature earlier than $50 million the Facility Termination Date (providedbut may have amortization prior to such date, that such amount may be less than $50 million if such amount represents all remaining availability under required to be mandatorily prepaid in full prior to prepayment of the limit Revolving Loans, and may permit voluntary prepayments by the Borrower) and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the next sentence). Notwithstanding anything Revolving Loans; provided that (1) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the contrary herein, Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the aggregate amount of Facility Termination Date and (2) the Incremental Term Loans and may be priced differently than the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities AmountLoans.
Appears in 2 contracts
Samples: Credit Agreement (Lancaster Colony Corp), Credit Agreement (Lancaster Colony Corp)
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”"INCREMENTAL TERM LOANS"); PROVIDED that (i) or (b) one or more increases in both at the amount of the Revolving Credit Commitments time of any Facility (each such increase, a “Revolving Commitment Increase”); provided, that request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in Pro Forma Compliance compliance with Section 7.09 for each of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit covenants set forth in Section 7.09 determined on a Pro Forma Basis as of the next sentence)last day of the most recent Test Period. Notwithstanding anything to the contrary herein, the The aggregate principal amount of the Incremental Term Loans shall not exceed $100,000,000 and the Revolving Commitment Increases (other than, for the avoidance principal amount of doubt, those established in respect of Extended each Incremental Term Loan shall not be less than $25,000,000. The Incremental Term Loans (a) shall rank PARI PASSU or Extended junior in right of payment and of security with the Revolving Credit Commitments pursuant to Section 2.16Loans and the Term Loans, (b) shall not exceed mature earlier than the Maximum Incremental Facilities Amount.Maturity Date with respect to the Term Loans and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Facility, (c) except as set forth above, shall be treated substantially the same as (and in any event, no more favorably than) the Term Loans (in each case, including with
Appears in 1 contract
Samples: Credit Agreement (Uici)
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time on one or more occasions after the Closing Effective Date, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy request to each of the Lenders), request (a) add one or more additional tranches Classes of term loans or additional term loans of the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”) ” or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment IncreaseIncremental Facilities”); providedprovided that, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made or effected, no Event of Default (and after giving effect theretoexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i)) no Default or Event of Default shall exist have occurred and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of continuing; provided, further, that Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million (provided, that such amount Facilities may be less than $50 million if such amount represents all remaining availability under the limit set forth in the next sentence)borrowed by any one or more Loan Parties. Notwithstanding anything to the contrary herein, the aggregate outstanding principal amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) Facilities that can be incurred at any time shall not exceed the Maximum Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof if such Incremental Facilities Amountare denominated in dollars (unless the Lead Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.
Appears in 1 contract
Samples: First Lien Credit Agreement (Franchise Group, Inc.)
Incremental Credit Extensions. (a) Parent The Borrower may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or (bii) one or more increases in increase the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”); provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan Extension of Credit is made (and after giving effect thereto), subject to Section 2.14(d), (i) subject to Section 1.12, no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in Pro Forma Compliance with the financial covenant in Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant 7.08 (whether or not then required to Section 6.01be tested). Each tranche Incremental Extension of Incremental Term Loans and each Revolving Commitment Increase Credit shall be in an aggregate principal amount that is not less than $50 25 million (provided, that such amount may be less than $50 25 million if such amount represents all remaining availability under the limit set forth in the next sentencesentence or if the Administrative Agent consents to such lesser amount). Notwithstanding anything to the contrary herein, the aggregate amount of the all Incremental Term Loans and the Revolving Commitment Increases Extensions of Credit (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Extension of Credit Amount.
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
Incremental Credit Extensions. (a) Parent may, The Company may at any time or from time to time after the Closing Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ax) one or more additional tranches of term loans (the “Incremental Term Loans”) or (by) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Credit Commitment Increase”); provided, provided that upon (i) both at the time of any such request and after giving effect to the effectiveness of any Incremental Amendment referred to below and at (including, in the time that case of any such Incremental Term Loan is made (and Loan, after giving effect thereto), (i) no Default or Event of Default shall exist and exist, (ii) Parent the Consolidated Leverage Ratio shall be in Pro Forma Compliance with Section 7.09 for not exceed 4.25:1.00, determined on a pro forma basis as of the last day of the most recently ended Test Period recent fiscal quarter for which financial statements are required to have been delivered pursuant to Section 6.01hereunder, in each case, as if such Incremental Term Loans or Revolving Credit Commitment Increases, as applicable, had been outstanding, and in the case of any Revolving Credit Commitment Increase, fully drawn, on the last day of such fiscal quarter for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $50 million 20,000,000 (provided, provided that such amount may be less than $50 million 20,000,000 if (x) such amount represents all remaining availability under the limit set forth in the next sentencesentence or (y) if otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Credit Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount$300,000,000.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the most recently ended recent Test Period Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million 10,000,000 (provided, provided that such amount may be less than $50 million 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum sum of $50,000,000. The Incremental Facilities Amount.Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans prior to such date of determination) and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that the interest rates and amortization schedule (subject to clause (b) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided further that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount
Appears in 1 contract
Samples: Credit Agreement (Transcultural Health Develpment, Inc.)
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase” and, together with any Incremental Term Loans, a “Credit Increase”); provided, that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto)below, (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in Pro Forma Compliance with Section 7.09 for each of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01covenants set forth in Sections 6.11 and 6.12. Each tranche of Incremental Term Loans and each Revolving Commitment Credit Increase shall be in an aggregate principal amount that is not less than $50 million 20,000,000 (provided, or such lower amount that such amount may be less than $50 million if such amount either (a) represents all remaining availability under the limit set forth in the next sentencesentence or (b) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed $100,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Term Loan Maturity Date and shall not require scheduled payments of principal at a rate exceeding quarterly payments in the amount of 0.25% of the original principal amount thereof and (c) except as set forth above, shall be treated substantially the same as the Term Loans with respect to covenants, events of default, voting and mandatory and voluntary prepayments. If, prior to the completion of a Qualified Public Offering, the initial yield on any Incremental Term Loans (as determined by the Administrative Agent to be equal to the sum of (i) the margin above the LIBO Rate on such Incremental Term Loans and (ii) if such Incremental Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Incremental Term Loans and (B) three) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans, then the Applicable Percentage then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Credit Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right to make a portion of any Incremental Term Loan and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.24 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other thanbank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), for provided, that the avoidance Administrative Agent and the Borrower, and, in the case of doubtany Revolving Credit Increase, those established the Issuing Bank and the Swingline Lender shall have consented (in respect of Extended each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or Extended providing such Revolving Commitment Increases, if such consent would be required under Section 9.04(b) for an assignment of Loans or Revolving Credit Commitments pursuant Commitments, as applicable, to Section 2.16) shall not exceed the Maximum Incremental Facilities Amountsuch Lender or Additional Lender.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, The Borrowers may at any time or from time to time after the Closing Datetime, by notice from the Borrowing Agent to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans maturing on or after the Revolving Credit Termination Date (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments or the addition of any Facility a new revolving Credit to be provided to one or more Foreign Subsidiary Borrowers (each such increaseincrease or new Revolving Credit, a “Revolving Commitment Increase”); provided, provided that (i) at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto)below, (i) no Default or Event of Default shall exist and (ii) Parent the Borrowers shall be in Pro Forma Compliance compliance with the covenants set forth in Section 7.09 for 6.21 determined on a pro forma basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period fiscal quarter (or, if no fiscal quarter cited in Section 6.21 has passed, the covenants in Section 6.21 for which financial statements have the first fiscal quarter cited in such Section shall be satisfied as of the last four fiscal quarters ended), in each case, as if such Incremental Term Loan or Revolving Commitment Increase had been delivered pursuant to Section 6.01outstanding on the last day of such fiscal quarter of the Borrowers for testing compliance therewith. Each tranche of Incremental Term Loans Loan and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million 25,000,000 (provided, that that, such amount may be less than $50 million 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases and the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount$125,000,000.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, at At any time or from time to time after the Closing Date, by notice and subject to the Administrative Agent (whereupon terms and conditions of this Section 2.24, the Administrative Agent shall promptly deliver a copy to each of the Lenders), Borrower may request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or and/or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility Aggregate Commitment (each such increase, a “Revolving Commitment Increase”); provided, that upon ) with the effectiveness consent of the Administrative Agent but without the consent of any Incremental Amendment referred to below and at the time that any Lender not providing such Incremental Term Loan is made Loans or Commitment Increases, as the case may be; provided that the aggregate amount of all Incremental Term Loans and all Commitments (and after giving effect thereto), (ito all Commitment Increases) no Default or Event of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01not exceed $225,000,000. Each Any tranche of Incremental Term Loans and each Revolving Commitment Increase (A) shall be available to the Borrower in an aggregate principal amount that is Dollars and (B) shall rank pari passu in right of payment and security with the Revolving Loans, (C) shall not less mature earlier than $50 million the Revolving Facility Termination Date (providedbut may have amortization prior to such date, that such amount may be less than $50 million if such amount represents all remaining availability under required to be mandatorily prepaid in full prior to prepayment of the limit Revolving Loans, and may permit voluntary prepayments by the Borrower) and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the next sentence). Notwithstanding anything Revolving Loans; provided that (1) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the contrary herein, Revolving Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the aggregate amount of Revolving Facility Termination Date and (2) the Incremental Term Loans and may be priced differently than the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities AmountLoans.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, at At any time or and from time to time after time, subject to the Closing Dateterms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) to increase the amount of Loans or add one or more additional tranches of term loans (any such Loans or additional tranche of term loans, the “Incremental Term Loans”) or (b) one or more increases in ). Notwithstanding anything to contrary herein, the aggregate amount of all Incremental Facilities shall not exceed (i) $100,000,000, so long as on a Pro Forma Basis (but excluding the Revolving Credit Commitments cash proceeds of any Facility (each such increase, a “Revolving Commitment Increase”); provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made Loans), the Total Secured Net Leverage Ratio shall not exceed 5.50:1.00, plus (ii) unlimited additional Incremental Facilities so long as, after giving Pro Forma Effect thereto and after giving effect theretoto any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Loans), the Total Secured Net Leverage Ratio shall not exceed 5.00:1.00; provided, for the avoidance of doubt, Incremental Facilities may be incurred pursuant to this clause (ii) prior to utilization of the amount set forth in clause (i) no Default or Event above and in the case of Default shall exist any simultaneous usage of clauses (i) and (ii), amounts incurred under clause (i) Parent shall not be included in the calculation under clause (ii). Each Incremental Facility shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche an integral multiple of Incremental Term Loans $1,000,000 and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million (provided5,000,000, provided that such amount may be less than $50 million the applicable minimum amount if such amount represents all the remaining availability under the limit hereunder as set forth in above. Each Incremental Facility shall have the next sentence). Notwithstanding anything to same guarantees as, and be secured on a pari passu basis by the contrary hereinsame Collateral securing, the aggregate amount all of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities AmountObligations under this Agreement.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) ), or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase” together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event 77-77- of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in compliance with each of the covenantscovenant set forth in SectionsSection 6.12 and 6.13 determined on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the most recently ended completed Test Period for which financial statements have been delivered pursuant to Section 6.01Period. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Facility shall be in an aggregate principal amount that is not less than $50 million 5,000,000 (provided, provided that such amount may be less than $50 million 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans borrowed following the Amendment No. 1 Effective Date shall not exceed $300,000,000the Maximum Incremental Term Loan Facilities Amount and the aggregate amount of the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) Increase shall not exceed the Maximum Incremental Facilities Amount$100,000,000.200,000,000.
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Incremental Credit Extensions. (a) Parent may, at At any time or and from time to time after the Closing Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) to effect one or more increases in the aggregate amount of the U.S. Revolving Credit Commitments of any Facility and/or Sterling Revolving Commitments (each such increase, a “Revolving Commitment Increase”)) from Additional Revolving Lenders; provided, provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) the conditions set forth in Section 4.02 shall be satisfied and (B) such Revolving Commitment Increase shall be on the same terms (other than any Incremental Amendment referred upfront fees) governing the U.S. Revolving Commitments or the Sterling Revolving Commitments, as applicable, pursuant to below and at this Agreement. Notwithstanding anything to contrary herein, the time that any such Incremental Term Loan is made (and after giving effect thereto), sum of (i) no Default or Event the aggregate principal amount of Default shall exist the Revolving Commitment Increases and (ii) Parent the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall be in Pro Forma Compliance with Section 7.09 for not exceed the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01Incremental Cap. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate a minimum principal amount that is not less than of $50 million (provided, 5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $50 million 5,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities AmountCap.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, at At any time or from time to time after the Closing Date, by notice and subject to the Administrative Agent (whereupon terms and conditions of this Section 2.24, the Administrative Agent shall promptly deliver a copy to each of the Lenders), Borrower may request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or and/or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility Aggregate Commitment (each such increase, a “Revolving Commitment Increase”); provided, that upon ) with the effectiveness consent of the Administrative Agent but without the consent of any Incremental Amendment referred to below and at the time that any Lender not providing such Incremental Term Loan is made Loans or Commitment Increases, as the case may be; provided that the aggregate amount of all Incremental Term Loans and all Commitments (and after giving effect thereto), (ito all Commitment Increases) no Default or Event of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01not exceed $200,000,000. Each Any tranche of Incremental Term Loans and each Revolving Commitment Increase (A) shall be available to the Borrower in an aggregate principal amount that is Dollars and (B) shall rank pari passu in right of payment and security with the Revolving Loans, (C) shall not less mature earlier than $50 million the Revolving Facility Termination Date (providedbut may have amortization prior to such date, that such amount may be less than $50 million if such amount represents all remaining availability under required to be mandatorily prepaid in full prior to prepayment of the limit Revolving Loans, and may permit voluntary prepayments by the Borrower) and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the next sentence). Notwithstanding anything Revolving Loans; provided that (1) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the contrary herein, Revolving Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the aggregate amount of Revolving Facility Termination Date and (2) the Incremental Term Loans and may be priced differently than the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities AmountLoans.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Date, by notice (the “Incremental Loan Notice”) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (aI) one or more additional tranches of term loans (the “Incremental Term Loans”) or ), (bII) one or more increases in the amount of the Dollar Revolving Credit Commitments of any Facility (each such increase, a “Dollar Revolving Commitment Increase”) or (III) one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (each such increase, an “Alternative Currency Revolving Commitment Increase” and, together with any Dollar Revolving Commitment Increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Increase”); providedprovided that, that (i) upon the effectiveness of any Incremental Amendment referred to below below, no Default shall have occurred and be continuing and (ii) at the time that when any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist have occurred and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01continuing. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $50 million 25,000,000 (provided, provided that such amount may be less than a Dollar Amount of $50 million 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.14(b). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount).
Appears in 1 contract
Samples: Credit Agreement (Alltel Corp)
Incremental Credit Extensions. (a) Parent may, The Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ax) one or more additional tranches of term loans (the “Incremental Term Loans”) or (by) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Credit Commitment Increase”); provided, provided that upon (i) both at the time of any such request and after giving effect to the effectiveness of any Incremental Amendment referred to below and at (including, in the time that case of any such Incremental Term Loan is made (and Loan, after giving effect thereto), (i) no Default or Event of Default shall exist and exist, (ii) Parent the Company shall be in Pro Forma Compliance compliance with the covenant set forth in Section 7.09 for 7.01 and the Consolidated Leverage Ratio shall not exceed 4.25:1.00, in each case determined on a pro forma basis as of the last day of the most recently ended Test Period recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01hereunder, in each case, as if such Incremental Term Loans or Revolving Credit Commitment Increases, as applicable, had been outstanding, and in the case of any Revolving Credit Commitment Increase, fully drawn, on the last day of such fiscal quarter for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $50 million 20,000,000 (provided, provided that such amount may be less than $50 million 20,000,000 if (x) such amount represents all remaining availability under the limit set forth in the next sentencesentence or (y) if otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Credit Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount$300,000,000.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Original Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the most recently ended recent Test Period Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million 10,000,000 (provided, provided that such amount may be less than $50 million 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum sum of $50,000,000. The Incremental Facilities Amount.Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans prior to such date of determination) and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that the interest rates and amortization schedule (subject to clause (b) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided further that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan,
Appears in 1 contract
Samples: Credit Agreement (CRC Health CORP)
Incremental Credit Extensions. (a) Parent may, The US Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent Agent, specifying which Class or Classes of Loans are affected (whereupon the Administrative Agent shall promptly deliver a copy to each of the First-Lien Lenders), request (ai) one or more additional tranches Series of term loans under this Section 2.24 (the “Incremental Term Loans”) or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility under this Section 2.24 (each such increase, a “Revolving Commitment Increase” and, together with any Incremental Term Loans, a “Credit Increase”); provided, provided that (x) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto)below, (i) no Default or Event of Default shall exist and (iiy) Parent after giving effect to such Credit Increase and the use of the proceeds thereof, the Consolidated First-Lien Leverage Ratio shall be in Pro Forma Compliance with Section 7.09 for less than or equal to the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01Consolidated First-Lien Leverage Ratio on the Closing Date. Each tranche of Incremental Term Loans and each Revolving Commitment Credit Increase shall be in an aggregate principal amount that is not less than $50 million 100,000,000 (provided, or such lower amount that such amount may be less than $50 million if such amount either (A) represents all remaining availability under the limit set forth in the next sentencesentence or (B) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed $750,000,000. Each Incremental Term Loan (1) shall rank pari passu or junior in right of payment and of security with the Revolving Loans and the then-existing Term Loans, (2) shall not mature earlier than the Latest Maturity Date then in effect, (3) shall have an average life to maturity not shorter than the remaining weighted average life to maturity of any Class of the then-existing First-Lien Term Loans and (4) shall be treated in the same manner as the Term Loans for purposes of Section 2.13(e). Each notice from the US Borrower pursuant to this Section 2.24 shall set forth the requested amount and proposed terms of the relevant Credit Increases. Incremental Term Loans may be made, and the Revolving Commitment Increases (other thanmay be provided, for the avoidance of doubt, those established in respect of Extended Term Loans by any existing First-Lien Lender or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amountby any Additional Lender.
Appears in 1 contract
Incremental Credit Extensions. (a) Parent may, at At any time or and from time to time after time, subject to the Closing Dateterms and conditions set forth herein, the Loan Parties may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) to increase the amount of Term Loans of any Class or add one or more additional tranches of term loans (any such Term Loans or additional tranche of term loans, the “Incremental Facilities” and the loans thereunder, the “Incremental Term Loans”) or (b) one or more increases in ). Notwithstanding anything to contrary herein, the aggregate amount of the Revolving Credit Commitments of any Facility all Incremental Facilities (each such increase, a “Revolving Commitment Increase”); provided, that upon the effectiveness of any Incremental Amendment referred to below and determined at the time that any such of incurrence) shall not exceed the Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent Cap. Each Incremental Facility shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche an integral multiple of Incremental Term Loans $1,000,000 and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million (provided10,000,000, provided that such amount may be less than $50 million the applicable minimum amount if such amount represents all the remaining availability under the limit hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the other Loan Obligations under this Agreement (provided that, in the next sentence). Notwithstanding anything to case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the contrary herein, the aggregate amount of the Incremental Term Loans applicable funds and related assets held in Escrow (and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to Section 2.16) shall not exceed the Maximum Incremental Facilities Amountan Acceptable Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Incremental Credit Extensions. (a) Parent may, at At any time or from time to time after the Closing Date, by notice and subject to the Administrative Agent (whereupon terms and conditions of this Section 2.19, the Administrative Agent shall promptly deliver a copy to each of the Lenders), Company may request (ai) one or more additional tranches of additional term loans (the “"Incremental Term Loans”") or and/or (bii) one or more increases in the amount of the Aggregate Revolving Credit Commitments of any Facility (each such increase, a “"Revolving Credit Commitment Increase”); provided") with the consent of the Administrative Agent (not to be unreasonably withheld, that upon conditioned or delayed) but without the effectiveness consent of any Incremental Amendment referred to below and at the time that any Lender not providing such Incremental Term Loan is Loans or Revolving Credit Commitment Increases, as the case may be; provided that the aggregate amount of all Incremental Term Loans and Revolving Credit Commitment Increases made (and during the term of this Agreement after giving effect thereto), (i) no Default or Event the Second Amendment Effective Date shall not exceed the Dollar Equivalent of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01$250,000,000. Each Any tranche of Incremental Term Loans and each Revolving Commitment Increase (A) shall be available to the Company in an aggregate principal amount that is Dollars and (B) shall rank pari passu in right of payment and security, if any, with the Revolving Credit Loans, (C) shall not less mature earlier than $50 million the Revolving Facility Termination Date (providedbut may have amortization prior to such date, that such amount may be less than $50 million if such amount represents all remaining availability under required to be mandatorily prepaid in full or in part prior to prepayment of the limit Revolving Credit Loans, and may permit voluntary prepayments thereof) and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the next sentence). Notwithstanding anything Revolving Credit Loans; provided that (1) the terms and conditions applicable to the contrary hereinpricing, the aggregate amount fees, amortization and mandatory prepayments regarding any tranche of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, may differ from those established in respect of Extended Term Loans or Extended applicable to Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities AmountLoans.
Appears in 1 contract
Samples: Credit Agreement (Diebold Inc)
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches of term loans (the “Incremental Term Loans”) or (bii) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided, provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (iiB) Parent the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Compliance with Section 7.09 for Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period Period, as if 70 such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million 25,000,000 (provided, provided that such amount may be less than $50 million 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum sum of (x) $500,000,000 plus (y) the aggregate amount of principal payments made in respect of the Term Loans as of such Incremental Facilities AmountFacility Closing Date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Incremental Credit Extensions. (a) Parent may, The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) ), or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase” together with any Incremental Term Loans, referred to herein as a “Credit Increase”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent the Borrower shall be in compliance with the covenant set forth in Section 7.11 determined on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the most recently ended completed Test Period for which financial statements have a Compliance Certificate has been delivered pursuant to Section 6.01delivered, in each case, as if such Credit Increase had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Credit Increase shall be in an aggregate principal amount that is not less than $50 million 5,000,000 (provided, provided that such amount may be less than $50 million 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and Credit Increases shall not exceed, when aggregated with the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amountthen in effect, $250.0 million.
Appears in 1 contract