Incremental Credit Facilities. (a) The Borrower may at any time or from time to time after the Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000.
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Samples: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Incremental Credit Facilities. (a) The Borrower may at any time or from time to time after the Amendment Effective Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn[reserved], (C) the First Lien Total Net Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of 5.000:1.000 for all Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that (x) any Additional Revolving Facility shall be tested as fully drawndrawn and (y) the cash proceeds of any such Indebtedness shall be excluded from clause (i)(B) of the definition of Total Net Leverage Ratio for purposes of determining whether such Indebtedness can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included)) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and clause (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate Compliance Certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (x) the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities incurred after the Tranche B-1 Funding Closing Date shall not exceed $370,000,000; provided that 250,000,000 and (y) the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Closing Date shall not exceed $75,000,00025,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes or other first lien term loans on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured NotesDebt”), subject to, in to the case representative to the applicable lenders of such Pari Passu First Lien Notes and Incremental Second Debt entering into the First Lien/First Lien Notes, Intercreditor Agreement or an intercreditor agreement reasonably satisfactory to the Administrative Agent, which ; provided that in each case the Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes Debt shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided provided, further, that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Facilities and Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes Debt incurred after the Tranche B-1 Funding Closing Date exceed $370,000,000250,000,000.
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Incremental Credit Facilities. (a) The Borrower may at At any time or from time to time after the First Amendment Effective Date, by the Borrower may, at any time, upon written notice to the Administrative Agent Agent, establish additional credit facilities (whereupon collectively, the Administrative Agent shall promptly make available to each of “Incremental Credit Facilities”) by increasing the Lenders), request Aggregate Revolving Commitments and/or establishing one (i1) one or more additional tranches or additions to an existing tranche of term loans (each such term loan, an “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Incremental Term Loans”) or at any time prior to the date that is six (ii6) one or more increases months prior to the Maturity Date; provided that, in any such case: (i) the aggregate amount of loans and commitments for all Incremental Credit Facilities established after the First Amendment Effective Date as an Incremental Credit Facility shall not exceed (determined on the date such Incremental Credit Facilities are established) the sum of (A) THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) and (B) an aggregate amount such that, after giving effect to such Incremental Credit Facility on a Pro Forma Basis (assuming for purposes hereof, that the amount of the incremental commitments is fully drawn and funded), the Consolidated Senior Secured Net Leverage Ratio does not exceed 2.25:1.00, it being understood and agreed that any Incremental Credit Facilities so incurred or implemented shall be deemed to have been incurred or implemented under clause (B) prior to clause (A) above; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section 2.01 shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section 2.01 shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Commitments on Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Eurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the same terms Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the mandatory prepayment provisions (including provisions regarding 45 the application of mandatory prepayments) that are contained in Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and manner of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the date of effectiveness of the applicable Incremental Credit Facility) and (E) will have covenants that are the same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such Additional Term Loan is established (other than any restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)); (v) no Default or Event of Default shall have occurred and be continuing, or would result after giving effect to any such Incremental Credit Facility; (vi) the establishment of one the Incremental Credit Facilities and the extension of credit thereunder are subject to satisfaction (or more revolving credit commitments waiver in accordance with Section 11.01) of the conditions to all Credit Extensions in Section 5.02; (each such increase or new commitments, an “Additional Revolving Facility”), provided that vii) the Borrower will provide (A) both a compliance certificate from a Responsible Officer demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming for purposes hereof, that the amount of the incremental commitments is fully drawn and funded), and (B) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; (viii) any new Lender providing loans and commitments for the Incremental Credit Facilities must be acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a duly executed Lender Joinder Agreement; (x) upfront fees and arrangement fees, if any, in respect of the new commitments so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, increase in the case of the first $170,000,000 of Indebtedness incurred Aggregate Revolving Commitments pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment)2.01, in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available will make such payments and adjustments on the Revolving Loans (calculated including payment of any break-funding amounts owing under Section 3.05) as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal may be necessary to give effect to the full amount of such Additional Revolving Facilities)revised commitment amounts and percentages, as applicable, had been outstanding on such last day; provided it being agreed that any Additional Revolving Facility shall be tested as fully drawn) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent shall, in consultation with the financial statements and compliance certificate required to be delivered by Section 6.01(d)Borrower, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for manage the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 allocation of the Incremental Term Loans and the Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000.revised
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Incremental Credit Facilities. (a) The Borrower may at any time or from time to time after the Amendment Effective Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (b), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of 2.250:1.000 for all Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate Compliance Certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 Additional Revolving Facilities incurred after the Tranche B-1 Funding Closing Date shall not exceed $370,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000125,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes subject to (i) a joinder by the “representative to the applicable lenders of such Incremental Facility to the First Lien/Second Lien Notes”Intercreditor Agreement and (ii) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in representative to the case applicable lenders of such Pari Passu First Lien Notes and Incremental Second Lien Notes, entering into an intercreditor agreement reasonably satisfactory to the Administrative Agent, which ; provided that in each case the Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided provided, further, that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Facilities and Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Closing Date exceed $370,000,000125,000,000.
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Incremental Credit Facilities. (a) The Borrower may at any time or from time to time after the Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a(I) after the Tranche B-1 Funding Date and 3.5 2.5 to 1.0 for all other Indebtedness incurred pursuant if the proceeds from the Incremental Facilities are used to this Section 2.25(a) (other than prepay, repay or redeem the Tranche B-1 Loans and other than Second Lien Notes, including any premiums payable in connection with therewith, or (II) 2.0 to 1.0 if the First proceeds from the Incremental Revolving Commitment)Facilities are used for any other permissible purpose, in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn), (D) at any time in which the Intercreditor Agreement is in effect, (x) after giving effect to such Incremental Term Loans or borrowings under any such Additional Revolving Facilities, the aggregate principal amount of all Term Loans and the aggregate amount of Revolving Commitments (used and unused) at such time would not exceed the amount set forth in clause (a) of the definition of Maximum First Priority Obligations Amount as set forth in the Intercreditor Agreement and (Dy) the proceeds of such Incremental Term Loans or borrowings under any such Additional Revolving Facilities shall be used solely to prepay or redeem Second Lien Indebtedness to the extent such proceeds are required to be so used in order for the condition set forth in the preceding clause (x) to be satisfied, and (E) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) (C) and (CD) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000500,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,00050,000,000. In no event shall the Incremental Facilities be used for any purpose other than (i) for the purposes set forth in Section 6.02 or (ii) to prepay, repay or redeem Second Lien Indebtedness (including any premiums payable in connection therewith); provided that (A) no more than $250,000,000 of the Incremental Facilities shall be used for purposes other than prepaying, repaying or redeeming Second Lien Indebtedness and (B) any Additional Revolving Facility shall be used only for the 57 purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, at any time after the Second Lien Indebtedness has been paid in full and the Intercreditor Agreement is no longer in effect (unless a replacement intercreditor agreement satisfactory to the Collateral Agent, the Borrower, the collateral agent (or Person performing a similar function) for the holders of the Pari Passu First Lien Notes (as defined below), and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent for the holders of the Second Lien Indebtedness, is entered into contemporaneously with the issuance of such Pari Passu First Lien Notes), in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, to an intercreditor agreement reasonably satisfactory to the Administrative Agent, which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Facilities and such Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000500,000,000.
Appears in 1 contract
Incremental Credit Facilities. (aI) The Borrower may at any time or from time to time after the Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 3.0 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000500,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000500,000,000.
Appears in 1 contract
Incremental Credit Facilities. (a) The Borrower may at At any time or from time to time after the Amendment Effective Closing Date, Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available Agent, elect to each of the Lenders), request (i) prior to the Revolving Credit Termination Date, one or more additional tranches or additions increases to an the existing tranche of term loans Revolving Credit Commitments (any such increase, the “Incremental Term LoansRevolving Credit Commitments”) ); or (ii) one or more increases in prior to the amount Maturity Date of the Revolving Credit Commitments on the same terms as the Revolving Loans or Tranche B Term Loan Facility, the establishment of one or more revolving credit new term loan commitments (each such increase or new commitmentsthe “Incremental Tenn Commitments”, an and together with the Incremental Revolving Credit Commitments, the “Additional Revolving FacilityIncremental Facilities”), provided that . The aggregate amount of all such Incremental Facilities shall not exceed the sum of (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below$12,500,000, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, plus (B) if an additional amount such that, in the case of this clause (B) only, after giving pro forma effect thereto (including the use of proceeds thereof and other customary events and assuming that any Incremental Facility is to become effective prior to the Revolver Termination DateRevolving Credit Commitments established at such time are fully funded), the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis Consolidated Total Net Leverage Ratio as of the last day of the date of the most-most recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, which financial statements are available (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0or, in the case of the first $170,000,000 of Indebtedness incurred pursuant a Permitted Acquisition or other permitted Investment subject to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment)“funds certain provisions”, in each case tested as of the last day of the most-most recently ended period of four consecutive fiscal quarters of the Borrower quarter for which financial statements are internally available prior to the date of execution of the related acquisition agreement) is no greater than 6.75:1.00 (calculated as if in each case, excluding cash proceeds of such Incremental Term Loans or borrowings under Facilities from any unrestricted cash permitted to be netted in the calculation of such Additional Revolving Facilities ratio), plus (in C) to the extent not financed with long-term indebtedness, an amount equal to all voluntary prepayments of the full amount Term Loans and, to the extent accompanied by a permanent reduction of such Additional the Revolving FacilitiesCredit Commitments, voluntary prepayments of the Revolving Credit Loans (it being understood that, unless Borrower otherwise elects in writing to the Administrative Agent, (I) Borrower shall be deemed to have utilized amounts under clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) or (C), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn) and (DII) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in loans may be incurred under clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with and proceeds from any such incurrence under each of clauses (A), (B) and (C) above, if may be utilized in a single transaction by first calculating the incurrence under clause (B) above and then calculating the incurrence under clause (A) and/or (C) above); provided, that in no event shall the aggregate amount of Incremental Revolving Credit Commitments incurred in reliance upon clauses (A) or (B) above exceed $5,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower determines that the Incremental Revolving Credit Commitments or Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not such notice is delivered to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the financial statements Administrative Agent) and compliance certificate required to (B) the identity of each Lender or other Person (each of which must be delivered by Section 6.01(d)an Eligible Assignee) (each, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of an “Incremental Revolving Lender” or “Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Lender,” as applicable) to whom Borrower proposes any portion of such Incremental Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 Credit Commitments or $5,000,000Incremental Term Commitments, as applicable, if be allocated and the amounts of such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything allocations; provided, that each existing Lender shall first be afforded, by written notice to the contrary hereinAdministrative Agent not less than ten (10) Business Days prior to the Increased Amount Date (which notice shall be promptly forwarded by the Administrative Agent to the applicable existing Lenders), the aggregate opportunity to provide its Revolving Credit Commitment Percentage of any Incremental Revolving Credit Commitments and/or its Term Loan Commitment Percentage of any Incremental Term Commitments, as applicable; provided, further, that any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Commitment. Each Lender may elect to provide all or a portion of Revolving Credit Commitment Percentage of any Incremental Revolving Credit Commitments and/or its Term Loan Commitment Percentage of any Incremental Term Commitments, as applicable, by providing written notice (each, an “Acceptance Notice”) to the Administrative Agent and Borrower no later than 5:00 p.m. five (5) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent. Each Acceptance Notice from a given Lender shall specify the principal amount of the Incremental Revolving Credit Commitment and/or Incremental Term Loans Commitment to be provided by such Lender. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above or such Acceptance Notice fails to specify the principal amount of the Incremental Revolving Credit Commitment and/or Incremental Term Commitments to be provided, any such failure will be deemed a rejection of the opportunity to provide any portion of the Incremental Revolving Credit Commitment and/or Incremental Tenn Commitment, and Borrower may have other Persons to provide the Additional remaining uncommitted portion of the Incremental Revolving Facilities incurred after the Tranche B-1 Funding Date Credit Commitment and/or Incremental Tenn Commitments. Such Incremental Revolving Credit Commitments or Incremental Term Commitments shall not exceed $370,000,000become effective as of such Increased Amount Date; provided that after giving effect to the aggregate amount making of Additional any Incremental Tenn Loans or effectiveness of Incremental Revolving Facilities incurred after Credit Commitments and the Tranche B-1 Funding Date use of proceeds thereof, (I) no Event of Default shall not exceed $75,000,000. In have occurred and be continuing (or to the extent the proceeds of such Incremental Facility are being used to finance a Pennitted Acquisition or other Investment subject to “funds certain provisions”, no event Event of Default shall have occurred and be continuing as of the Incremental Facilities be used for any purpose other than for date of the purposes relevant Permitted Acquisition Agreement or the signing date of the relevant Investment); (II) each of the conditions set forth in Section 6.02. Notwithstanding anything herein subsections 6.2(a) and (c)(ii) shall be satisfied; (III) Borrower shall be in compliance, on a Pro Forma Basis and after giving effect to any related Acquisitions, Asset Sales and incurrence or repayment of Indebtedness (and with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such Incremental Revolving Credit Commitment), with the covenant set forth in subsection 8.9 (in the event that the proceeds of such Incremental Facility are being used to finance a Pennitted Acquisition subject to “funds certain provisions”, such compliance shall be tested as of the most recently ended twelve month period for which financial statements have been or are required to delivered pursuant to subsection 7.1 prior to the contrarydate of execution of the related acquisition agreement); (IV) Borrower shall make any payments required pursuant to subsection 4.15 in connection with the Incremental Revolving Credit Commitments or Incremental Tenn Commitments, if applicable; (V) Borrower shall deliver an Officer’s Certificate evidencing compliance with the conditions set forth in lieu of requesting sub-clause (III) hereof, together with reasonably detailed calculations (in substantially the same format as the calculations included in the Compliance Certificate) in support thereof; and (VI) Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. The Incremental Revolving Credit Commitments or Incremental Term Loans Commitments, as applicable, shall be effected pursuant to one or more amendments (each, an Additional Revolving Facility“Incremental Loan Amendment”) executed and delivered by Borrower, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”)Incremental Revolving Lender or Incremental Term Lender, second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes as applicable and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, and each of which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated recorded in the same as Register. Borrower shall use the proceeds of any Incremental Term Loans Facilities hereunder for Permitted Acquisitions, Investments permitted by Section 8.6, Restricted Payments, capital expenditures, to provide for the ongoing working capital and general corporate purposes and working capital needs of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes Borrower and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000its Subsidiaries or for any other transaction not prohibited hereunder.
Appears in 1 contract
Samples: Credit Agreement (Clearwater Analytics Holdings, Inc.)
Incremental Credit Facilities. (a) The Borrower may at any time or from time to time after the Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (ia) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (iib) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (Ai) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (Bii) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (Ciii) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a(A) after the Tranche B-1 Funding Date and 3.5 2.5 to 1.0 for all other Indebtedness incurred pursuant if the proceeds from the Incremental Facilities are used to this Section 2.25(a) (other than prepay, repay or redeem the Tranche B-1 Loans and other than Second Lien Notes, including any premiums payable in connection with therewith, or (B) 2.0 to 1.0 if the First proceeds from the Incremental Revolving Commitment)Facilities are used for any other permissible purpose, in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn), (iv) at any time in which the Intercreditor Agreement is in effect, (x) after giving effect to such Incremental Term Loans or borrowings under any such Additional Revolving Facilities, the aggregate principal amount of all Term Loans and the aggregate amount of Revolving Commitments (used and unused) at such time would not exceed the amount set forth in clause (a) of the definition of Maximum First Priority Obligations Amount as set forth in the Intercreditor Agreement and (Dy) the proceeds of such Incremental Term Loans or borrowings under any such Additional Revolving Facilities shall be used solely to prepay or redeem Second Lien Indebtedness to the extent such proceeds are required to be so used in order for the condition set forth in the preceding clause (x) to be satisfied, and (v) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (Ai), (Bii), (iii) and (Civ) above, together with reasonably detailed calculations demonstrating compliance with clauses (Bii) and (Ciii) above, if applicable, above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000500,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,00050,000,000. In no event shall the Incremental Facilities be used for any purpose other than (i) for the purposes set forth in Section 6.02 or (ii) to prepay, repay or redeem Second Lien Indebtedness (including any premiums payable in connection therewith); provided that (i) no more than $250,000,000 of the Incremental Facilities shall be used for purposes other than prepaying, repaying or redeeming Second Lien Indebtedness and (ii) any Additional Revolving Facility shall be used only for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, at any time after the Second Lien Indebtedness has been paid in full and the Intercreditor Agreement is no longer in effect (unless a replacement intercreditor agreement satisfactory to the Collateral Agent, the Borrower, the collateral agent (or Person performing a similar function) for the holders of the Pari Passu First Lien Notes (as defined below), and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent for the holders of the Second Lien Indebtedness, is entered into contemporaneously with the issuance of such Pari Passu First Lien Notes), in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, to an intercreditor agreement reasonably satisfactory to the Administrative Agent, which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Facilities and such Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000500,000,000.
Appears in 1 contract
Incremental Credit Facilities. (a) The Borrower may at At any time on or from time to time after the Amendment Effective Closing Date, by EWI may, on written notice to the Administrative Agent Agent, establish additional credit facilities (whereupon collectively, the Administrative Agent shall promptly make available to each of “Incremental Credit Facilities”) by increasing the Lenders)USD Revolving Commitments, request Primary Currency Revolving Commitments or Secondary Currency Revolving Commitments or establishing one or more new revolving loans, or some combination thereof; provided that: (i) one or more additional tranches or additions to an existing tranche the aggregate amount of term loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars (the “Incremental Term Loans”) or $350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and immediately before or immediately after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower Credit Parties shall be in compliance with the financial covenants set forth in clauses (a), (c) and (d) of under Section 6.22 determined 8.09 after giving effect thereto on a pro forma basis as Pro Forma Basis (assuming for purposes hereof that the entire amount of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Loan Facility shall be tested as is fully drawndrawn and funded), (C) the First Lien Leverage Ratio calculated on a pro forma basis representations and warranties of each Credit Party contained in Article VI shall not exceed 4.0 to 1.0, be true and correct in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) material respects (other than the Tranche B-1 Loans any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and other than correct in connection with the First Incremental Revolving Commitment), in each case tested all respects as so qualified) on and as of the last day date of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal Credit Extension, except to the full amount extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such Additional Revolving Facilitiesearlier date, and except that for purposes of this Section 2.01(d), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be tested as fully drawndeemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) the Borrower Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and (v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have delivered a certificate of a Financial Officer any obligation to the effect set forth in clauses (A)provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) aboveSchedule 2.01 will be deemed to be revised to reflect the Lenders, together with reasonably detailed calculations demonstrating compliance with clauses (B) Loans, Commitments and (C) above, if applicable, (which calculations shall, if made as of the last day pro rata shares after giving effect to establishment of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period)Incremental Credit Facility. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, 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 Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000.NYDOCS02/1161559.5 52
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