Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Facility (Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts amount of $20.0 million, 15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any therefrom; provided that if such Incremental Facility Amendment (and the making of any Incremental Extensions Extension of Credit pursuant thereto))is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, with the Total Leverage Ratio required by provisions of Section 6.10 1.04 shall apply; and (by) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicablethen existing Facilities. In addition, (a) the case Incremental Extensions of additional term loansCredit shall be in an aggregate principal amount not exceeding an amount such that, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior after giving effect to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect incurrence of such Incremental Extension of Credit provided (and assuming that any such agreement shall affect solely Incremental Revolving Commitments are fully drawn), the terms Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been amended in accordance with made, the provisions of Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders1.04 shall apply, (ib) any increase in the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving FacilityMaturity Date, (iic) the Incremental Extensions of Credit Revolving Commitments shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable(d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, and (iiie) in the case of additional term loans, Incremental Extensions of Credit Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term LoansLoans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below)Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable ; provided that if such Incremental Facility AmendmentExtension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the Administrative Agent provisions of Section 1.04 shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02apply. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Nuance Communications, Inc.), Revolving Credit Agreement (Nuance Communications, Inc.)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second First Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “"Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loans, the "Incremental Extensions of Credit”") in a minimum principal amounts amount of $20.0 million, 15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall shall, after giving effect to the incurrence of the Incremental Term Loans, be in compliance, compliance with Sections 6.11 and 6.12 on a Pro Forma Basis (including giving pro forma effect to any as of the most recent Test Period and as of the date of incurrence of the Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 Term Loans and (by) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicablethen existing Facilities. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lendersaddition, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (iia) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date or Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, as applicable, and (iiid) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term LoansLoans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution institution, existing Lender or other person Person being called an “"Additional Lender”") and shall become a Lender under this Agreement, pursuant to an amendment (an “"Incremental Facility Amendment”") to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “"Incremental Facility Closing Date”") of each of the conditions set forth in Section 4.01 (it being understood that all references to “"the date of such Borrowing” " in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except . Except as otherwise specified in the applicable Incremental Facility Amendmentset forth above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
Appears in 2 contracts
Samples: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)
Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans and/or increase or additional revolving commitments (together, the Revolving Facility (the “"Incremental Extensions of Credit”") in minimum principal amounts of $20.0 million, 25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant theretoas defined below), no Default or Event of Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall be in compliance, compliance on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) Financial Performance Covenants recomputed as of the aggregate principal amount (or committed amount, if applicable) last day of all Incremental Extensions the most recently ended fiscal quarter of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement)Borrower for which financial statements are available. The Incremental Extensions of Credit Credit:
(a) shall be in an aggregate principal amount not exceeding $100,000,000,
(b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and Tranche B Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, and
(c) other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Tranche B Term Loans (the “Existing Term Loans”) or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an such Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect "Existing Extensions of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21Credit"); provided that, without the prior written consent of the Required Lenders, that (i) any increase in if the Revolving Facility Applicable Rate (which, for such purposes only, shall be on the terms described in this Section 2.21 and pursuant deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the terms hereof otherwise applicable Incremental Extensions of Credit that are revolving loans and 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 such Existing Extensions of Credit) relating to the Revolving FacilityLoans and Tranche B Term Loans, respectively, by more than 0.50%, the Applicable Rate relating to the applicable Existing Extensions of Credit 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 payable to all Lenders providing such Incremental Extensions of Credit) relating to the applicable Incremental Extensions of Credit minus 0.50%, (ii) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Tranche B Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, (iv) the Incremental Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche B Term LoansLoans and (v) the Incremental Extensions of Credit in the form of revolving loans shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an "Existing Lender") the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans and unused Revolving Commitments, as applicable, on the date of such notice) of any requested Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Extensions of Credit in the form of revolving loans, the Issuing Bank (any such bank, financial institution institution, Existing Lender or other person Person being called an “"Additional Lender”") and shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “"Incremental Facility Amendment”") to this Agreement, Agreement giving effect to the modifications permitted by this Section 2.21, 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, each Additional Lender, if any, Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become be Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section 2.20 (including voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “"Incremental Facility Closing Date”") of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to “"the date of such Borrowing” " in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditworking capital and general corporate purposes (including Permitted Acquisitions).
Appears in 1 contract
Samples: Credit Agreement (Select Specialty Hospital Topeka Inc)
Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Restatement Effective Date and ending on the Latest Maturity Date (or, in the case of any Revolving Commitment Increase (as defined below), on the Revolving Maturity Date), subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans and/or increase the Revolving Facility (the “Incremental Extensions of CreditTerm Loans”) in minimum principal amounts of $20.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default (ii) solely during the Revolving Availability Period, one or Event more increases in the aggregate amount of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in complianceRevolving Commitments (each such increase, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and a
(b) the aggregate principal amount (or committed amount, if applicable) of all The Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed Term Loans (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments and the Tranche A Term Loans, (ii) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Tranche A Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, and (iii) other than amortization, pricing or and maturity date, such additional term loans shall have be on terms that
(c) Each notice from the same Borrower pursuant to this Section shall set forth the requested amount and proposed terms as of the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such relevant Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term LoansCredit. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide in respect of any Incremental Extensions of Credit Term Loans or Revolving Commitment Increase shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank and each Swingline Lender) (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and and, if not already a Lender, shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each such Additional Lender, if any, Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Commitments in respect of any Incremental Extensions of Credit Term Loans or Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s Revolving Commitment) under this Agreement after giving effect to such upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the or to any other Loan Documents Document as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section (including to provide for voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b). The ).
(d) On the date of effectiveness of any Incremental Facility Amendment shall be subject Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date effectiveness of such Borrowing” in such Section 4.01 Revolving Commitment Increase shall be deemed to refer be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the Incremental Facility Closing Date)effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, andif any, except by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as otherwise hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in the applicable Incremental Facility Amendmentclauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have received legal opinions, board resolutions made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and other closing documents of the Types and certificates reasonably requested by for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21Borrower shall deliver such Borrowing Request), no existing (vi) each Revolving Lender shall be obligated deemed to provide Incremental Extensions hold its Applicable Percentage of Credit.each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and participations hereunder in Swingline Loans, in each case held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage. Each Revolving Commitment Increase shall be on the same terms as are applicable to the Revolving Loans; provided that (A) the
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Vectrus, Inc.)
Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans and/or increase the Revolving Facility or additional revolving commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below, provided, further, that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall be in compliance, compliance on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) Financial Performance Covenants recomputed as of the aggregate principal amount (or committed amount, if applicable) last day of all Incremental Extensions the most recently ended fiscal quarter of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement)Borrower for which financial statements are available. The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $100,000,000, (b) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Revolving Loans and Tranche B Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, and (c) other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Tranche B Term Loans (the “Existing Term Loans”) or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an such Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect “Existing Extensions of such Incremental Extension of Credit Credit”), provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in if the Revolving Facility Applicable Rate (which, for such purposes only, shall be on the terms described in this Section 2.21 and pursuant deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the terms hereof otherwise applicable Incremental Extensions of Credit that are revolving loans and 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 such Existing Extensions of Credit) relating to the Revolving FacilityLoans and Tranche B Term Loans, respectively, by more than 0.25%, the Applicable Rate relating to the applicable Existing Extensions of Credit 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 payable to all Lenders providing such Incremental Extensions of Credit) relating to the applicable Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Tranche B Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, (iv) the Incremental Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche B Term LoansLoans and (v) the Incremental Extensions of Credit in the form of revolving loans shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than ten Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans and unused Revolving Commitments, as applicable, on the date of such notice) any requested Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution institution, Existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become be Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section (including voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditworking capital and general corporate purposes (including Permitted Acquisitions).
Appears in 1 contract
Samples: Credit Agreement (St. Louis Pharmaceutical Services, LLC)
Incremental Extensions of Credit. (a) Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request commitments (an “Incremental Term Loan Commitment”) to add additional term loans and/or under a new tranche or as an increase to an existing tranche (the “Incremental Term Loans”) or increases to the existing Revolving Facility Commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts amount of $20.0 million, 5.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (bi) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term then existing Loans and (ii) the conditions in Section 4.02 have been satisfied or waived.
(b) In addition, (i) the Revolving Loans, Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding (A) $150.0 million as applicable. In of the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect date of such Incremental Extension of Credit provided that Credit) plus (B) the amount of any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent voluntary prepayment of the Required Lenders, (i) any increase in Term Loans or voluntary prepayment of Revolving Loans accompanied by permanent reductions of the Revolving Facility shall be on Commitments, in each case, not funded with the terms described in this Section 2.21 and pursuant to incurrence of other long-term indebtedness (the terms hereof otherwise applicable to the Revolving Facility“Incremental Cap”), (ii) the Incremental Extensions of Credit Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, (iii) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of any then-existing Term Loans, (iv) to the extent that the terms of any Incremental Term Loans (other than pricing or as applicable, specifically contemplated by immediately preceding clauses (ii) and (iii)) differ from any then-existing Term Loans, such terms shall be reasonably acceptable to the Administrative Agent, (v) [Reserved], (vi) immediately prior to and after giving effect to any Incremental Facility Amendment, the Borrower will be in compliance with Section 6.11 on a pro forma basis (calculated, in the case of additional term loansany Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn), (vii) no then-existing Lender shall be required to provide any such Incremental Extensions of Credit and (viii) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that be on identical terms (excluding any upfront fees) and pursuant to the same documentation applicable to the Revolving Commitments and shall be deemed to be an increase to the Revolving Commitments.
(c) The Borrower shall seek Commitments in respect of the then-remaining weighted average life any Incremental Extension of the Term Loans. Any Credit from existing Lenders (although no Lender shall be obligated to extend such Commitments) or from any additional bank, financial institution, existing Lender institution or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Revolving Commitments, the Issuing Banks (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative AgentAgent and each Issuing Bank, as applicable. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.
(d) Each Lender that is acquiring a new or additional Revolving Commitment shall, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) ), make a Revolving Loan, the proceeds of each which will be used to prepay the Revolving Loans of the conditions set forth in Section 4.01 (it being understood that all references other Lenders outstanding immediately prior to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), andif any, except as otherwise specified and shall acquire participations in outstanding Letters of Credit, such that, after giving effect thereto, the applicable Revolving Loans outstanding and participations in out- standing Letters of Credit are held by the Lenders pro rata based on their Revolving Commitments after giving effect to such Incremental Facility Amendment. If there is a new Borrowing of Revolving Loans on such Incremental Facility Closing Date, the Administrative Agent Lenders after giving effect to such Incremental Facility Amendment shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent make such Revolving Loans in accordance with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit2.02.
Appears in 1 contract
Samples: Credit Agreement (Advisory Board Co)
Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders) may at any time and (but shall have no obligation) from time to timetime agree that such Lenders shall provide to the Borrower Incremental Term Loans pursuant to an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional loans or facilities, request to add additional term loans (ii) the applicable Increased Facility Closing Date, (iii) the applicable Incremental Term Maturity Date, (iv) the amortization schedule for such Incremental Term Loans and (v) the Applicable Margin and any minimum Base Rate and/or increase the Revolving Facility LIBOR Rate for such Incremental Term Loans for such Incremental Term Loans; provided that:
(the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (ai) immediately prior to and after giving effect to any Incremental Increased Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans pursuant thereto), except as otherwise agreed by the Lenders providing such Incremental Term Loans, no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus therefrom,
(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22 shall not exceed the Maximum Incremental Facilities Amount;
(or committed amountiii) the Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans,
(iv) the Incremental Term Facility shall have an Incremental Term Maturity Date no earlier than the Maturity Date,
(v) the provisions with respect to payment of interest, if applicable) of “Incremental Extensions of Credit” (original issue discount and upfront fees shall be as defined set forth in the Second Lien Credit Agreement). The applicable Increased Facility Activation Notice; provided that if the Effective Yield in respect of any Incremental Extensions Term Loans (other than Refinancing Term Loans) that are pari passu in right of Credit payment and are secured equally and ratably with the initial Term Loans provided to the Borrower exceeds the Effective Yield for the existing Term Loans by more than 0.50%, the Applicable Margin for the existing Term Loans shall be increased so that the Effective Yield in respect of such existing Term Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50%; provided that if the applicable Incremental Term Facility includes an interest rate floor greater than that applicable to the Term Loans, such excess amount shall be equated to yield for purposes of determining whether an increase to the Applicable Margin for the existing Term Loans shall be required; provided, further, that if such increase is required as above, the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by the lesser of (x) such excess amount and (y) the required amount of the increase,
(vi) all Incremental Term Loans shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit may be unsecured; provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan Term Loans that are junior lien or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility unsecured shall be on the terms described in this Section 2.21 and documented pursuant to a separate credit agreement, and
(vii) all terms (except for covenants or other provisions applicable only to periods after the terms hereof otherwise Final Maturity Date) of any Incremental Term Facility not set forth herein, if not consistent with the applicable to the Revolving existing Term Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Administrative Agent (or, in the case of Refinancing Term Loans, if not consistent with then current market terms, as reasonably determined by the Borrower); provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the Term Facility unless the Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments. Notwithstanding the foregoing, without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and (to the extent such consent would be required under Section 9.1 with respect to an assignment of Term Loans to such person) the consent of the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.22(a) shall execute the Incremental Activation Notice, whereupon such bank, financial institution or other person being called an entity (a “Additional New Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect for all purposes and to the modifications permitted same extent as if originally a party hereto and shall be bound by this Section 2.21, and, as appropriate, and entitled to the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect benefits of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may Documents; provided that (i) the Sponsor and any Non-Debt Fund Affiliate shall be reasonably necessary or appropriatepermitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, howeverconnection with such Incremental Term Loans, the interest rates Sponsor and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (such Non- Debt Fund Affiliate, as defined below). The effectiveness of any Incremental Facility Amendment applicable, shall be subject to the satisfaction on restrictions applicable to such persons under Section 9.1 and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the date thereof restrictions applicable to Debt Fund Affiliates under Section 9.1.
(eachc) Notwithstanding anything to the contrary in this Agreement, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be deemed to refer amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any Incremental Term Facility Closing Date), and, except the respective Obligors shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage as otherwise specified necessary to reflect the increase in Debt under this Agreement.
(d) Prior to the applicable effectiveness of any Increased Facility Activation Notice and the Incremental Facility AmendmentTerm Loans thereunder, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.023.1. The proceeds of the Incremental Extensions of Credit Term Loans may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders) may at any time and (but shall have no obligation) from time to timetime agree that such Lenders shall provide to the Borrower Incremental Term Loans pursuant to an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional loans or facilities, request to add additional term loans (ii) the applicable Increased Facility Closing Date, (iii) the applicable Incremental Term Maturity Date, (iv) the amortization schedule for such Incremental Term Loans and (v) the Applicable Margin and any minimum Base Rate and/or increase the Revolving Facility LIBOR Rate for such Incremental Term Loans for such Incremental Term Loans; provided that:
(the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (ai) immediately prior to and after giving effect to any Incremental Increased Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans pursuant thereto), except as otherwise agreed by the Lenders providing such Incremental Term Loans, no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus therefrom,
(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22 shall not exceed the Maximum Incremental Facilities Amount; provided that for the avoidance of doubt, any borrowing of the Term B Loans on the Amendment No. 1 Effective Date shall not be deemed to utilize any capacity under the foregoing,
(or committed amountiii) the Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term B Loans,
(iv) the Incremental Term Facility shall have an Incremental Term Maturity Date no earlier than the Maturity Date,
(v) the provisions with respect to payment of interest, if applicable) of “Incremental Extensions of Credit” (original issue discount and upfront fees shall be as defined set forth in the Second Lien Credit Agreement). The applicable Increased Facility Activation Notice; provided that if the Effective Yield in respect of any Incremental Extensions Term Loans (other than Refinancing Term Loans) that are pari passu in right of Credit payment and are secured equally and ratably with the initial Term B Loans provided to the Borrower exceeds the Effective Yield for the existing Term B Loans by more than 0.50%, the Applicable Margin for the existing Term B Loans shall be increased so that the Effective Yield in respect of such existing Term B Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50%; provided, that if the applicable Incremental Term Facility includes an interest rate floor greater than that applicable to the Term B Loans, such excess amount shall be equated to yield for purposes of determining whether an increase to the Applicable Margin for the existing Term B Loans shall be required; provided, further, that if such increase is required as above, the interest rate floor (but not the Applicable Margin) applicable to the existing Term B Loans shall be increased by the lesser of (x) such excess amount and (y) the required amount of the increase,
(vi) all Incremental Term Loans shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term B Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit may be unsecured; provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan Term Loans that are junior lien or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility unsecured shall be on the terms described in this Section 2.21 and documented pursuant to a separate credit agreement, and
(vii) all terms (except for covenants or other provisions applicable only to periods after the terms hereof otherwise Final Maturity Date) of any Incremental Term Facility not set forth herein, if not consistent with the applicable to the Revolving existing Term Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Administrative Agent (or, in the case of Refinancing Term Loans, if not consistent with then current market terms, as reasonably determined by the Borrower); provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the Term Facility unless the Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments. Notwithstanding the foregoing, without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and (to the extent such consent would be required under Section 9.1 with respect to an assignment of Term B Loans to such person) the consent of the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.22(a) shall execute the Incremental Activation Notice, whereupon such bank, financial institution or other person being called an entity (a “Additional New Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect for all purposes and to the modifications permitted same extent as if originally a party hereto and shall be bound by this Section 2.21, and, as appropriate, and entitled to the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect benefits of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may Documents; provided that (i) the Sponsor and any Non-Debt Fund Affiliate shall be reasonably necessary or appropriatepermitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, howeverconnection with such Incremental Term Loans, the interest rates Sponsor and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (such Non-Debt Fund Affiliate, as defined below). The effectiveness of any Incremental Facility Amendment applicable, shall be subject to the satisfaction on restrictions applicable to such persons under Section 9.1 and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the date thereof restrictions applicable to Debt Fund Affiliates under Section 9.1.
(eachc) Notwithstanding anything to the contrary in this Agreement, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be deemed to refer amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any Incremental Term Facility Closing Date), and, except the respective Obligors shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage as otherwise specified necessary to reflect the increase in Debt under this Agreement.
(d) Prior to the applicable effectiveness of any Increased Facility Activation Notice and the Incremental Facility AmendmentTerm Loans thereunder, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.023.1. The proceeds of the Incremental Extensions of Credit Term Loans may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders) may at any time and (but shall have no obligation) from time to timetime agree that such Lenders shall provide to the Borrower Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional loans or facilities, request to add additional term loans and/or increase (ii) the Revolving applicable Increased Facility Closing Date, (iii) the “applicable Incremental Extensions of Credit”Term Maturity Date, (iv) in minimum principal amounts of $20.0 million, the amortization schedule for such Incremental Term Loans and (v) the Applicable Margin for such Incremental Term Loans; provided that that
(ai) immediately prior to and after giving effect to any Incremental Increased Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans pursuant thereto), no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus therefrom,
(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22, shall not exceed (or committed A) together with the aggregate initial principal amount of any Incremental Equivalent Debt incurred pursuant to clause (A)(i) of the proviso to Section 6.01(p)(i), $300.0 million (less any Incremental ABL Commitments) plus (B) an additional amount if, after giving effect to such additional amount, on a Pro Forma Basis the Secured Leverage Ratio for the most recently completed Test Period does not exceed 3.50:1.00 (assuming all such additional amounts were secured, whether or not so secured);
(iii) the Weighted Average Life to Maturity of the Incremental Term Loans shall not be shorter than the Weighted Average Life to Maturity of the Term Loans,
(iv) each Incremental Term Facility shall have a final maturity date no earlier than the Maturity Date,
(v) if applicablethe Effective Yield in respect of any Incremental Term Loans that are pari passu in right of payment and secured equally and ratably with the initial Term Loans provided to the Borrower exceeds the Effective Yield for the existing Term Loans by more than 0.50%, the Applicable Margin for the existing Term Loans shall be increased so that the Effective Yield in respect of such existing Term Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50% (provided that if the applicable Incremental Term Facility includes an interest rate floor greater than that applicable to the existing Term Loans, such excess amount shall be equated to yield for purposes of determining whether an increase to the Applicable Margin for the existing Term Loans shall be required, provided that if such increase is required, the interest rate floor (but not the Applicable Margin) of “applicable to the existing Term Loans shall be increased by such excess amount),
(vi) all Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit Term Loans shall rank pari passu or subordinated in right of payment and right of security in respect of the Collateral with the Term Loans or may be unsecured; provided that to the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, extent any such additional term loans shall have the same terms as the Incremental Term Loans (the “Existing Term Loans”including any Incremental Equivalent Debt) existing immediately prior are subordinated in right of payment or right of security to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institutionthey shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, and
(vii) all terms of any Incremental Term Facility not set forth herein, if not consistent with the applicable existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit Term Facility, shall be reasonably satisfactory to the Administrative Agent; provided that each Incremental Term Facility shall share ratably in any prepayments of the Term Facility unless the Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments. Notwithstanding the foregoing, without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10.0 million and (y) no more than ten (10) Increased Facility Closing Dates may be selected by the Borrower after the Second Restatement Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and (to the extent such consent would be required under Section 9.04 with respect to an assignment of Term Loans to such person) the consent of the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.22(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit K, whereupon such bank, financial institution or other person being called an entity (a “Additional New Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect for all purposes and to the modifications permitted same extent as if originally a party hereto and shall be bound by this Section 2.21, and, as appropriate, and entitled to the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect benefits of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date)Documents, and, except as otherwise specified provided above in clause (a)(vi), shall benefit equally and ratably from the Guarantees and security interests created by the Security Documents; provided that (i) the Sponsor and any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in connection with such Incremental Term Loans, the Sponsor and any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.04 as if such Incremental Term Loans were Term Loans and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Term Loans, provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.04 as if such Incremental Term Loans were Term Loans.
(c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility AmendmentActivation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any Incremental Term Facility the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage as necessary to reflect the increase in Indebtedness under this Agreement.
(d) Prior to the effectiveness of any Increased Facility Activation Notice and the Incremental Term Loans thereunder, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Second Restatement Date under Section 4.024.01. The proceeds of the Incremental Extensions of Credit Term Loans may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments hereby agrees to provide Incremental Extensions of Credit of $10,000,000 and (i) severally agrees that it shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become considered a Lender for all purposes under this Agreement, pursuant the Loan Documents and agrees to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed be bound by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of terms thereof; (ii) agrees that all Incremental Extensions of Credit shall become constitute Revolving Commitments under this Agreement after giving effect for all purposes of the Loan Documents; (iii) severally agrees to make its Revolving Commitments (including such Incremental Facility Extensions of Credit) available in accordance with the Loan Documents and this Incremental Amendment. An Incremental Facility Amendment providing for term loans may, without ; (iv) appoints and authorizes the consent of any other Lenders, effect Agent to take such amendments action as agent on its behalf and to this exercise such powers under the Credit Agreement and the other Loan Documents as may be are delegated to the agent by the terms thereof together with such powers as are reasonably necessary or appropriate, incidental thereto; (v) agrees that it will perform in the opinion accordance with their terms all of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined obligations which by the Borrower terms of the Credit Agreement and the this Incremental Amendment are required to be performed by it as a Lender and as an Additional Lenders Lender; and (as defined below). The effectiveness of any Incremental Facility Amendment shall vi) agrees to be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of bound by each of the conditions set forth in Section 4.01 (it being understood that Loan Documents as a Lender for all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02purposes thereunder. The proceeds terms and provisions of the Incremental Extensions of Credit may shall, except as set forth below, be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything identical to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Revolving Commitments made on the Closing Date. The aggregate amount of the Incremental Extensions of CreditCredit made under this Incremental Amendment shall not exceed $10,000,000.
(b) The Additional Lender hereby agrees on the Incremental Facility Closing Date (as defined below) to make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the Existing Lenders immediately prior to such Incremental Facility Closing Date, and shall acquire participations on outstanding Letters of Credit are held by the Lenders pro rata based on their Revolving Commitments after giving effect to this Incremental Amendment. In lieu of making new Revolving Loans as provided above, at the election of the Administrative Agent, the Additional Lender shall acquire an assignment of existing Revolving Loans (without acquiring the related Revolving Commitments) for a price equal to the outstanding principal amount thereof, so that after giving effect thereto, the Revolving Loans outstanding are held by Lenders pro rata based on their Revolving Loan Commitments after giving effect to this Incremental Amendment.
Appears in 1 contract
Samples: Incremental Facility Amendment (Revel Entertainment Group, LLC)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 25 million, provided that that
(a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (compliance with Sections 6.11 and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 6.12 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case The Incremental Extensions of additional term loans, Credit (a) shall be in an aggregate principal amount not exceeding $175 million and (b) other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit Agents), provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in if the Revolving Facility Applicable Rate (which, for such purposes only, shall be on the terms described in this Section 2.21 and pursuant deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the terms hereof otherwise applicable Incremental Extensions of Credit 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 Existing Term Loans) relating to the Revolving FacilityExisting Term Loans by more than 0.50%, the Applicable Margin relating to the Existing Term Loans shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the applicable Incremental Extensions of Credit minus 0.50%, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Term Loans. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except . Except as otherwise specified in the applicable Incremental Facility Amendmentset forth above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
Appears in 1 contract
Samples: Credit Agreement (PQ Systems INC)
Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans and/or increase (the “Incremental Term Loans”) or additional Revolving Facility Commitments or Extended Revolving Commitments (the “Incremental Revolver Commitments” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, 25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (ax) immediately prior to and after giving effect to any Incremental Facility Additional Credit Extension Amendment (and the making of any Incremental Extensions of Credit pursuant theretoas defined below), no Default or Event of Default has occurred or is continuing or shall result therefrom and therefrom, (y) the Borrower shall be in compliance, compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (including z) on a Pro Forma Basis after giving pro forma effect to any such Incremental Facility Amendment (and the making of any Incremental Extensions Extension of Credit pursuant thereto)), with the Total Secured Leverage Ratio required by of Borrower would be less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.10 and 5.01(a) or (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit Credit:
(a) shall be in an aggregate principal amount not exceeding $500,000,000 (exclusive of any Refinancing Term Loans),
(b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and Tranche B Term Loans or the Revolving Loans, as applicable. In and
(c) (i) that are Incremental Term Loans, shall have the case of additional term loans, same terms other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Tranche B Term Loans existing immediately prior to the effectiveness of such Additional Credit Extension Amendment (the “Existing Term Loans”) and (ii) that are Incremental Revolver Commitments shall have the same terms as the Revolving Commitments or Extended Revolving Commitments existing immediately prior to the effectiveness of an such Additional Credit Extension Amendment; provided that (i) if the Yield relating to any Incremental Facility Amendment Term Loans (except as otherwise agreed other than Refinancing Term Loans) exceeds the Yield relating to the Tranche B Term Loans, by more than 0.50%, the Administrative Agent and Additional Lenders agreeing Applicable Rate relating to provide a commitment in respect the Tranche B Term Loans shall be increased to the extent necessary so that the Yield of the Tranche B Term Loans is equal to the Yield of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving FacilityTerm Loans minus 0.50%, (ii) the Incremental Extensions of Credit Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Tranche B Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche B Term LoansLoans and (iv) the Incremental Revolving Commitments shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans and unused Revolving Commitments, as applicable, on the date of such notice) of any requested Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Extensions of Credit in the form of Incremental Revolving Commitments, the Issuing Bank (any such bank, financial institution institution, Existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, Additional Credit Extension Amendment giving effect to the modifications permitted by this Section 2.21, 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, each Additional Lender, if any, Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become be Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Additional Credit Extension Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section 2.20 (including voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Additional Credit Extension Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for working capital and general corporate purposes (including Permitted Acquisitions). The provisions of this Section 2.20 shall override any purpose not otherwise prohibited hereunder. Notwithstanding anything provision of Section 9.02 to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditcontrary.
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Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower Company may at any time and from time to time, request (x) to add additional term loans and/or increase the Revolving Facility Commitments of any Class or (y) to incur additional Indebtedness or Other Revolving Commitments (in each case, the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 15.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom therefrom, except as otherwise agreed by the Additional Lenders providing any Incremental Extensions of Credit to the extent the proceeds of such Incremental Extensions of Credit are being used to finance an acquisition permitted hereunder and (b) the Borrower aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant thereto shall be in compliancenot exceed $125.0 million (such amount, the “Maximum Incremental Amount”), provided that Incremental Extensions of Credit may exceed the Maximum Incremental Amount so long as after giving effect thereto on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto))) the Senior Leverage Ratio (calculated (1) in the case of Incremental Notes that are unsecured or rank junior in right of security to the Loan Document Obligations, as if such Incremental Notes rank pari passu in right of security with the Total Leverage Ratio required by Section 6.10 Loan Document Obligations at the time of incurrence and at all times thereafter and (b2) not to include the aggregate principal amount (or committed amount, if applicable) cash proceeds of all any such Incremental Extensions of Credit pursuant in the amount of unrestricted cash to this Section 2.21 be netted in calculating such ratio) shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement)3.00:1.00. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Facility Loans, as applicable. In the case of the Incremental Extensions of Credit which constitute additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the any Class of Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required LendersLenders (but subject to Section 9.08(b)(viii)), (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility (it being understood and agreed that the Borrower shall not request any increase in the Revolving Facility pursuant to this Section 2.21 without the prior written consent of the Majority Lenders under the Revolving Facility), (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the latest Term Loan Maturity Date or the latest Revolving Facility Maturity Date, as applicable, then in effect and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life Weighted Average Life to Maturity that is shorter than that of the then-remaining weighted average life Weighted Average Life to Maturity of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower Company and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (each, together with any amendments in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.22, an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the BorrowerCompany, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and shall be, to the extent not consistent with the then existing Loan Documents, reasonably satisfactory to the Administrative Agent provided, however, (x) the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower Company and the Additional Lenders and the Effective Yield with respect to each Incremental Extension of Credit (as defined below). The whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in any applicable Incremental Facility Amendment and (y) that if any Initial Term Loans remain outstanding at the time of the effectiveness of any Incremental Facility Amendment providing for an additional Class of Other Term Loans, then to the extent the Effective Yield in respect of such Other Term Loans shall exceed by more than 0.50% the Effective Yield on the Initial Term Loans, the Applicable Margin applicable to such Initial Term Loans, as the case may be, shall be subject increased to the satisfaction on extent necessary so that the date thereof Initial Term Loans do not receive less than the Effective Yield with respect to such Other Term Loans, less 0.50% per annum; provided that, in the case of this clause (eachy), if the Other Term Loans include an “Incremental Facility Closing Date”interest rate floor greater than the applicable interest rate floor under the Initial Term Loans, such differential between interest rate floors shall be equated to the Applicable Margin for purposes of determining whether an increase to the Applicable Margin under the Initial Term Loans shall be required, but only to the extent an increase in the interest rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) of each of applicable to the conditions set forth in Section 4.01 (it being understood that all references Initial Term Loans shall be increased to “the date extent of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. differential between interest rate floors The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Samples: Credit Agreement (Edwards Group LTD)
Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Amendment and Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans and/or increase denominated in dollars (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”), (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Incremental Term Loan Increase, any Alternative Incremental Facility (Debt and the Incremental Revolving Commitments, the “Incremental Extensions of Credit”, the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and any Incremental Term Loan Increase, the “Incremental Facilities”)) or (v) Alternative Incremental Facility Debt, in minimum an aggregate principal amounts amount of up to (x) the greater of (A) $20.0 million401,000,000 and (B) 100% of LTM Consolidated EBITDA (less the aggregate outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Facilities in accordance with Section 1.06)), provided that plus (ay) immediately prior the amount of any voluntary prepayments of the Term Loans and permanent reductions in the amount of the Revolving Commitments, in each case, to and the extent not funded with long-term Indebtedness, plus (z) an additional amount if, after giving effect to any Incremental Facility Amendment (the incurrence of such additional amount and the making application of the proceeds therefrom (assuming that the full amount of such Incremental Extensions of Credit being established on such date has been funded on such date) (A) in the case of any such Incremental Extensions of Credit that is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations, the Consolidated First Lien Leverage Ratio does not exceed (1) 1.375 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.375 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio does not exceed (1) 1.875 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.875 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage Ratio does not exceed (1) 2.975 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 2.975 to 1.00 and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided, (A) unless the Borrower elects otherwise, each Incremental Extensions of Credit shall be deemed incurred first under clause (z) to the extent permitted with any balance incurred under the clause (x) and/or clause (y) and (B) if the Borrower incurs any Incremental Extensions of Credit pursuant theretounder clause (x) and/or clause (y) on the same date that it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default or Event of Default has occurred or and is continuing or shall result therefrom and (or, in the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and event the making proceeds of any Incremental Extensions Extension of Credit pursuant thereto)are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), with the Total Leverage Ratio required by Section 6.10 and (bB) the aggregate principal amount (or committed amountrepresentations and warranties of Holdings, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment Borrower and right of security in respect of the Collateral with the Term Loans or the Revolving Loanseach other Loan Party, as applicable. In , set forth in the Loan Documents would be true and correct in all material respects (or, in the case of additional term loansrepresentations and warranties qualified as to materiality or Material Adverse Effect, other than amortizationin all respects) on and as of the date of, pricing or maturity dateand immediately after giving effect to, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect incurrence of such Incremental Extension of Credit (or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any Investment permitted hereunder, such agreement shall affect solely condition precedent related to the terms making and accuracy of such representations and warranties may be waived or limited as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans mayCredit, without the consent of any other Lenders, effect such amendments to this Agreement ) and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by (C) the Borrower and the Additional Lenders (as defined below). The effectiveness shall have delivered a certificate of any Incremental Facility Amendment shall be subject a Financial Officer to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to “the date A) and (B) above. Each Class of such Borrowing” in such Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds an integral multiple of the $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditset forth above.
Appears in 1 contract
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Facility (Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts amount of $20.0 million, 15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (by) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicablethen existing Facilities. In addition, (a) the case Incremental Extensions of additional term loansCredit shall be in an aggregate principal amount not exceeding $500 million (no more than $100.0 million of which may be Incremental Revolving Commitments) from and after the 2013 Amendment Effective Date plus an amount such that, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior after giving effect to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect incurrence of such Incremental Extension of Credit provided (and assuming that any such agreement shall affect solely Incremental Revolving Commitments are fully drawn), the terms Consolidated Leverage Ratio does not exceed 3.50 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required LendersCredit, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (iib) the Incremental Extensions of Credit Term Loans shall not have a final maturity date earlier than the Term C Loan Maturity Date or Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Tranche 3 Revolving Facility Maturity Date, as applicable, and (iiid) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term C Loans, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche 3 Revolving Facility Commitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term C Loans, such terms shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Tranche 3 Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Lender, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan in the initial primary syndication thereof) (the “Effective Yield”) with respect to any such Incremental Term Loans exceeds the then applicable Effective Yield on the Term C Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Term C Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Term C Loans shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Term C Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and and, in the case of Incremental Revolving Commitments, the Administrative Agent (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except . Except as otherwise specified in the applicable Incremental Facility Amendmentset forth above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
Appears in 1 contract
Incremental Extensions of Credit. Subject After the end of the Standstill Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase or additional revolving commitments (together, the Revolving Facility (the “"Incremental Extensions of Credit”") in minimum principal amounts of $20.0 million5,000,000, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliancecompliance with Sections 6.12, 6.13 and 6.14, (b) immediately after giving effect to the Incremental Facility Amendment, the Borrower shall have a Senior Leverage Ratio, on a Pro Forma Basis (including giving pro forma effect Basis, of less than 2.50 to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto))1.00, with the Total Leverage Ratio required by Section 6.10 and (bc) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Revolving Loans and the Term Loans or the Revolving Loans, as applicable. In the case The Incremental Extensions of additional term loans, Credit (a) shall be in an aggregate principal amount not exceeding $125,000,000 and (b) other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect "Existing Extensions of such Incremental Extension of Credit Credit"), provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in if the Revolving Facility Applicable Rate (which, for such purposes only, shall be on the terms described in this Section 2.21 and pursuant deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the terms hereof otherwise applicable Incremental Extensions of Credit 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 such Existing Extensions of Credit) relating to the Revolving Facilityanalogous Existing Extensions of Credit by more than 0.25%, the Applicable Rate relating to the Existing Extensions of Credit 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 payable to all Lenders providing such Incremental Extensions of Credit) relating to the analogous Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit in the form of Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date or and the maturity date of the Incremental Extensions of Credit in the form of Revolving Commitments shall not be earlier than the Revolving Facility Maturity Date, as applicable, Date and (iii) in the case of additional term loans, Incremental Extensions of Credit in the form of Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Term Loans. Notwithstanding the foregoing, (a) the Borrower may obtain Incremental Extensions of Credit during the Standstill Period in an aggregate principal amount of up to (i) prior to the Aurora Effective Date, $10,000,000 and (ii) on or after the Aurora Effective Date, $25,000,000, in each case to the extent used to finance Permitted Acquisitions satisfying the conditions in clause (f) of the definition thereof, provided that (A) no Default has occurred or is continuing or shall result therefrom and (B) the Borrower shall be in compliance with Sections 6.12, 6.13 and 6.14 on a Pro Forma Basis and (b) on the Aurora Effective Date, the Borrower may obtain Incremental Extensions of Credit in the form of term loans in an aggregate principal amount of up to $25,000,000 in connection with the Aurora Acquisition, provided that the aggregate principal amount of such loans shall be reduced by the amount by which the aggregate principal amount of the Additional Aurora Securities exceeds $175,000,000. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution institution, existing Lender or other person Person being called an “"Additional Lender”") and shall become a Lender under this Agreement, pursuant to an amendment (an “"Incremental Facility Amendment”") to this Agreement, giving effect to the modifications permitted by this Section 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “"Incremental Facility Closing Date”") of each of the conditions set forth in Section 4.01 4.03 (it being understood that all references to “"the date of such Borrowing” " in such Section 4.01 4.03 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable . No more than five Incremental Facility AmendmentClosing Dates may be selected by the Borrower. Except as set forth above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes.
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Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans and/or increase the Revolving Facility or additional revolving commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, 25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant theretoas defined below), no Default or Event of Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), Compliance with the Total Leverage Ratio required by Section 6.10 and (b) Financial Covenants recomputed as of the aggregate principal amount (or committed amount, if applicable) last day of all Incremental Extensions the most recently ended fiscal quarter of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement)Borrower for which financial statements are available. The Incremental Extensions of Credit Credit:
(a) shall be in an aggregate principal amount not exceeding $100,000,000,
(b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, and
(c) other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an such Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent “Existing Extensions of Credit”); provided, that terms and Additional Lenders agreeing conditions applicable to provide a commitment in respect of such Incremental Extension Extensions of Credit provided that any such agreement shall affect solely in the terms form of such Incremental Extension of Credit and not any additional term loans maturing after the Term Loan Maturity Date may provide for additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21)Maturity Date; provided that, without the prior written consent of the Required Lenders, further that (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iiiii) in the case of additional term loans, Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, (iii) the Incremental Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Term Loans (other than by virtue of nominal amortization of or prepayments of the Existing Extensions of Credit that are Term Loans) and (iv) the Incremental Extensions of Credit in the form of revolving loans shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. Any additional bank, financial institution, existing Lender institution or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Extensions of Credit in the form of revolving loans, the Issuing Bank and the Swingline Lender (any such bank, financial institution or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, Agreement giving effect to the modifications permitted by this Section 2.21, 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, each Additional Lender, if any, Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become be Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section 2.20 (including voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditworking capital and general corporate purposes.
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Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Amendment and Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans and/or increase denominated in dollars (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”), (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Incremental Term Loan Increase, any Alternative Incremental Facility (Debt and the Incremental Revolving Commitments, the “Incremental Extensions of Credit”, the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and any Incremental Term Loan Increase, the “Incremental Facilities”)) or (v) Alternative Incremental Facility Debt, in minimum an aggregate principal amounts amount of up to (x) the greater of (A) $20.0 million401,000,000 and (B) 100% of LTM Consolidated EBITDA (less the aggregate outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Facilities in accordance with Section 1.06)), provided that plus (ay) immediately prior the amount of any voluntary prepayments of the Term Loans and permanent reductions in the amount of the Revolving Commitments, in each case, to and the extent not funded with long-term Indebtedness, plus (z) an additional amount if, after giving effect to any Incremental Facility Amendment (the incurrence of such additional amount and the making application of the proceeds therefrom (assuming that the full amount of such Incremental Extensions of Credit being established on such date has been funded on such date) (A) in the case of any such Incremental Extensions of Credit that is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations, the Consolidated First Lien Leverage Ratio does not exceed (1) 1.375 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.375 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio does not exceed (1) 1.875 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.875 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage Ratio does not exceed (1) 2.975 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 2.975 to 1.00 and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided, (A) unless the Borrower elects otherwise, each Incremental Extensions of Credit shall be deemed incurred first under clause (z) to the extent permitted with any balance incurred under the clause (x) and/or clause (y) and (B) if the Borrower incurs any Incremental Extensions of Credit pursuant theretounder clause (x) and/or clause (y) on the same date that it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default or Event of Default has occurred or and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each other Loan Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Extension of Credit (or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any Investment permitted hereunder, such condition precedent related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above. Each Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (an integral multiple of the $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the making remaining availability under the aggregate principal amount of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and set forth above.
(b) the aggregate principal amount (or committed amount, if applicable) of all The Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed Facilities (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “shall be documented pursuant to an Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall Facility Amendment and rank pari passu in right of payment and right of security in respect of the Collateral and with the Term Loans or Obligations in respect of the Revolving Commitments and the Initial Term Loans, as applicable. In the case of additional term loans, (ii) shall not have a borrower other than amortizationthe Borrower, pricing (iii) shall not be secured by any property or maturity dateassets of Holdings, such additional term loans shall have the same terms as Borrower or any Restricted Subsidiary other than the Term Loans Collateral or guaranteed by any Subsidiaries other than the Loan Parties, and (the “Existing Term Loans”iv) existing immediately prior to the effectiveness of an Incremental Facility Amendment (shall, except as otherwise set forth herein, be on terms and subject to conditions as agreed by between the Administrative Agent Borrower and Additional the Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely providing the terms of such applicable Incremental Extension of Credit and not to the extent such terms (other than with respect to maturity, amortization and pricing) are inconsistent with those governing the other Loans hereunder, the covenants and events of default of any other Loan or Borrowings or Commitments Incremental Facility shall be, when taken as a whole, no more favorable to the Lenders providing the applicable Incremental Facility than the terms governing the Loans hereunder, unless (1) the Lenders receive the benefit of such more restrictive terms (it being understood to the extent that any covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative Agent or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference Lender to this Section 2.21); provided that, without the prior written consent extent that such covenant is also added for the benefit of the Required Lenders), (i2) any increase in such more restrictive terms only apply after the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Latest Maturity Date or (3) such terms shall be reasonably satisfactory to the Revolving Facility Maturity DateAdministrative Agent and the Borrower; provided, as applicablefurther, and that (iiiA) for any Incremental Term Loans (including in the case form of additional term loans, any Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of Term Loan Increase) incurred prior to the then-remaining weighted average life of the Term Loans. date that
(c) Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall (i) shall, to the extent a consent would be reasonably satisfactory to required under Section 9.04 if such additional bank, financial institution, existing Lender or other Person were taking an assignment of Loans or Commitments, be approved by the Borrower and the Administrative Agent (and, in the case of any Incremental Revolving Commitment or Revolving Commitment Increase, each applicable Issuing Bank) (such approval not be unreasonably withheld) (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and (ii) if not already a Lender, shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each such Additional Lender, if any, Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s Revolving Commitment) under this Agreement after giving effect to such upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the or to any other Loan Documents Document as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section (including to provide for voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in clauses (a) and (b) of Section 4.01 4.02 (it being understood and agreed that all references to “the date a Borrowing in clauses (a) and (b) of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment).
(d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the Applicable Class the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have received legal opinions, board resolutions made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and other closing documents of the Types and certificates reasonably requested by for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and consistent with those delivered the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender of the Applicable Class shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the Closing Date under Section 4.02. The proceeds last day of the Incremental Extensions Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit may be used for any purpose not otherwise prohibited hereunder. such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.
(e) Notwithstanding anything to the contrary contained in this Section 2.21, no existing Lender unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.21, there shall not be obligated to provide Incremental Extensions more than six Classes of CreditLoans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.
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Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans and/or increase the Revolving Facility or additional revolving commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, 5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant theretoas defined below), no Default or Event of Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall be in compliance, compliance on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) Financial Performance Covenants recomputed as of the aggregate principal amount (or committed amount, if applicable) last day of all Incremental Extensions the most recently ended fiscal quarter of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement)Borrower for which financial statements are available. The Incremental Extensions of Credit Credit:
(a) shall be in an aggregate principal amount not exceeding $10,000,000 since the Effective Date,
(b) shall rank pari passu in right of payment and right of security with the Revolving Loans and Tranche B Term Loans in respect of the Collateral with the Term Loans or the Revolving LoansCollateral, as applicable. In the case of additional term loans, and
(c) other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Tranche B Term Loans (the “Existing Term Loans”) or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an such Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect “Existing Extensions of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21Credit”); provided that, without the prior written consent of the Required Lenders, that (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Tranche B Maturity Date, as applicable, and (iiiii) in the case of additional term loans, Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, (iii) the Incremental Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche B Term LoansLoans (but may have nominal amortization) and (v) the Incremental Extensions of Credit in the form of revolving loans shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans and unused Revolving Commitments, as applicable, on the date of such notice) of any requested Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Extensions of Credit in the form of revolving loans, the Issuing Bank (any such bank, financial institution institution, Existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, Agreement giving effect to the modifications permitted by this Section 2.21, 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, each Additional Lender, if any, Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become be Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section 2.20 (including voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditworking capital and general corporate purposes (including Permitted Acquisitions).
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Samples: Credit Agreement (Ameripath Inc)
Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders) may at any time and (but shall have no obligation) from time to timetime agree that such Lenders shall provide to the Borrower Incremental Term Loans, request to add additional term loans and/or increase revolving loan facilities (each, an “Incremental Revolving Facility”; and the commitments thereunder, “Incremental Revolving Facility Commitments”) or increased Revolving Facility Commitments (any such increased Revolving Facility Commitments, “Increased Revolving Facility Commitments”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional loans or facilities and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) the amortization schedule for such Incremental Term Loans, (y) the Applicable Margin for such Incremental Term Loans and (z) whether such Incremental Term Loans shall be Incremental Tranche A Term Loans or Incremental Tranche B Term Loans and (iv) in the case of any Incremental Revolving Facility Commitments, (x) the applicable termination date in respect of such commitments, (y) the Applicable Margin for Revolving Facility Loans in respect of such commitments (such loans, “Incremental Extensions Revolving Facility Loans”), and (z) the commitment fee rate in respect of Credit”) in minimum principal amounts of $20.0 million, such Incremental Revolving Facility Commitments; provided that that
(ai) immediately prior to and after giving effect to any Incremental Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans, Incremental Revolving Facility Commitments or Increased Revolving Facility Commitments pursuant thereto), no Default or Event of Default has occurred or and is continuing or shall result therefrom and therefrom,
(ii) the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment Activation Notice (and the making of any Incremental Extensions Term Loans, Incremental Revolving Facility Commitments or Increased Revolving Facility Commitments pursuant thereto (and assuming, in the case of Credit pursuant theretoany Incremental Facility Activation Notice with respect to Incremental Revolving Facility Commitments and/or Increased Revolving Facility Commitments, that such commitments are fully drawn) and the use of proceeds thereof)), with the Total Leverage Ratio required by Section 6.10 and Financial Covenants,
(biii) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit Term Loans, Incremental Revolving Facility Commitments and Increased Revolving Facility Commitments pursuant to this Section 2.21 2.22, together with the aggregate initial principal amount of any Incremental Equivalent Debt, shall not exceed (iA) $100.0 250.0 million minus plus (iiB) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness incurrence of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have with a final maturity termination date earlier later than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iiithe aggregate amount of Revolving Facility Commitments reduced in accordance with Section 2.08(b) in connection with the case incurrence of additional term loanssuch Incremental Revolving Facility (any Incremental Revolving Commitments provided pursuant to this clause (B), “Replacement Incremental Extensions Revolving Facility Commitments”),
(iv) the aggregate principal amount of Credit shall not have a weighted average life all Incremental Tranche A Term Loans (together with the aggregate initial principal amount of any Incremental Equivalent Debt that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory matures prior to the Borrower and the Administrative Agent Tranche B Term Loan Maturity Date) (any such bankIndebtedness, financial institution or other person being called an “Additional LenderIncremental Equivalent Tranche A Debt”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditexceed $141.0 million.
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Incremental Extensions of Credit. Subject to the terms and conditions set forth hereinherein after the Closing Date, the Borrower Borrowers may at any time and from time to time, request request, upon twenty (20) days’ written notice to Agent, to add additional term loans and/or increase the Revolving Facility Loan Commitments hereunder (the “Incremental Extensions of CreditRevolving Loan Commitments”) in minimum principal amounts of Five Million Dollars ($20.0 million, provided that 5,000,000) up to a maximum aggregate amount of Fifteen Million Dollars (a$15,000,000) so long as immediately prior to to, and after giving effect to to, any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Revolving Loan Commitments, no Default or Event of Default has occurred or and is continuing or of shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loanstherefrom. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit Revolving Loan Commitments shall be reasonably satisfactory to the Borrower approved by Borrowers and the Administrative Agent which approval shall not be unreasonably withheld or delayed (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment or joinder agreement (an “Incremental Facility AmendmentJoinder”) to this AgreementAgreement in form and substance reasonably satisfactory to the Agent and Borrowers, giving effect to the modifications permitted by this Section 2.212.13, and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Additional Lender, if any, and the Administrative Agent. In the event that Additional Lenders offer to provide Incremental Revolving Loan Commitments in respect excess of the amount requested by Borrowers or permitted hereunder, the applicable Incremental Extensions of Credit Revolving Loan Commitments shall become Commitments under this Agreement after giving effect be allocated among the Additional Lenders pursuant to such Borrower Representative’s and Agent’s mutual agreement. It is understood and agreed that no Lender shall have an obligation to provide the Incremental Facility AmendmentRevolving Loan Commitments. An Incremental Facility Amendment providing for term loans Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below)Section 2.13. The effectiveness of any Incremental Facility Amendment Joinder shall be subject to the satisfaction receipt on the date thereof (each, an “Incremental Facility Closing Date”) by Agent of each applicable Revolving Notes and a schedule certified by Borrower Representative’s chief financial officer in form and substance reasonably satisfactory to Agent detailing the terms and conditions of the conditions set forth in Section 4.01 (it being understood that Revolving Loan Commitment Increase, including, without limitation, all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date)fees, andpoints, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions interest and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may amounts paid or to be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything paid to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of CreditAdditional Lenders.”
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Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Amendment and Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans and/or increase denominated in dollars (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”), (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Incremental Term Loan Increase, any Alternative Incremental Facility (Debt and the Incremental Revolving Commitments, the “Incremental Extensions of Credit”, the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and any Incremental Term Loan Increase, the “Incremental Facilities”)) or (v) Alternative Incremental Facility Debt, in minimum an aggregate principal amounts amount of up to (x) either (I) with the consent of the Required Lenders (for purposes of this clause (I), all Lenders holding Fourth Amendment Term Loans shall be deemed to have consented to this clause (I) to the extent of their Fourth Amendment Term Loans), the greater of (A) $20.0 million750,000,000 and (B) 100% of LTM Consolidated EBITDA in the aggregate in respect of all Incremental Facilities and Alternative Incremental Facility Debt incurred after the Fourth Amendment Effective Date or (II) if the consent of the Required Lenders is not obtained to the foregoing clause (I), provided that the greater of (aA) immediately prior $401,000,000 and (B) 100% of LTM Consolidated EBITDA in the aggregate in respect of all Incremental Facilities and Alternative Incremental Facility Debt incurred after the Amendment and Restatement Effective Date (in each case of clauses (I) and (II) less the aggregate outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Facilities in accordance with Section 1.06)), plus (y) the amount of any voluntary prepayments of the Term Loans and permanent reductions in the amount of the Revolving Commitments, in each case, to and the extent not funded with long-term Indebtedness, plus (z) an additional amount if, after giving effect to any Incremental Facility Amendment (the incurrence of such additional amount and the making application of the proceeds therefrom (assuming that the full amount of such Incremental Extensions of Credit being established on such date has been funded on such date) (A) in the case of any such Incremental Extensions of Credit that is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations, the Consolidated First Lien Leverage Ratio does not exceed (1) 1.375 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.375 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio does not exceed (1) 1.875 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.875 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage Ratio does not exceed (1) 2.975 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 2.975 to 1.00 and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided, (A) unless the Borrower elects otherwise, each Incremental Extensions of Credit shall be deemed incurred first under clause (z) to the extent permitted with any balance incurred under the clause (x) and/or clause (y) and (B) if the Borrower incurs any Incremental Extensions of Credit pursuant theretounder clause (x) and/or clause (y) on the same date that it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default or Event of Default has occurred or and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each other Loan Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Extension of Credit (or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any Investment permitted hereunder, such condition precedent related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above. Each Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (an integral multiple of the $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the making remaining availability under the aggregate principal amount of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and set forth above.
(b) the aggregate principal amount (or committed amount, if applicable) of all The Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed Facilities (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “shall be documented pursuant to an Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall Facility Amendment and rank pari passu in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Initial Term Loans or and the Revolving Fourth Amendment Term Loans, as applicable. In the case of additional term loans, (ii) shall not have a borrower other than amortizationthe Borrower, pricing (iii) shall not be secured by any property or maturity dateassets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral or guaranteed by any Subsidiaries other than the Loan Parties, and (iv) shall, except as otherwise set forth herein, be on terms and subject to conditions as agreed between the Borrower and the Lenders providing the applicable Incremental Extension of Credit and to the extent such additional term loans terms (other than with respect to maturity, amortization and pricing) are inconsistent with those governing the other Loans hereunder, the covenants and events of default of any Incremental Facility shall have be, when taken as a whole, no more favorable to the same Lenders providing the applicable Incremental Facility than the terms as governing the Loans hereunder, unless (1) the Lenders receive the benefit of such more restrictive terms (it being understood to the extent that any covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such covenant is also added for the benefit of the Lenders), (2) such more restrictive terms only apply after the Latest Maturity Date or (3) such terms shall be reasonably satisfactory to the Administrative Agent and the Borrower; provided, further, that (A) for any Incremental Term Loans (including in the “Existing form of any Incremental Term Loans”Loan Increase) incurred prior to the date that is six (6) months after the Fourth Amendment Effective Date, if the Weighted Average Yield relating to such Incremental Term Loans that (x) rank pari passu to the Fourth Amendment Term Loans with respect to security, (y) are broadly syndicated to banks and other financial institutions and (z) have a maturity date that is less than one year after the Fourth Amendment Term Maturity Date, exceeds the Weighted Average Yield relating to the Fourth Amendment Term Loans (after giving effect to any amendments to the applicable margin on such Class of existing Fourth Amendment Term Loans prior to the time that such Incremental Term Loans are made) immediately prior to the effectiveness of an the applicable Incremental Facility Amendment (except as otherwise agreed by more than 0.50%, then the Administrative Agent and Additional Lenders agreeing Applicable Rate relating to provide a commitment in respect such Class of existing Fourth Amendment Term Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Extension Term Loans shall not exceed the Weighted Average Yield relating to such Class of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lendersexisting Fourth Amendment Term Loans by more than 0.50%, (iC) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit Term Loan shall not have (1) a final maturity date earlier than the Initial Term Loan Maturity Date or the Revolving Facility Fourth Amendment Term Maturity Date, as applicable, and Date or (iii2) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life to maturity that is shorter than that the remaining weighted average life to maturity of the then-remaining weighted average life Initial Term Loans or the then-remaining Fourth Amendment Term Loans; provided that the requirements set forth in the foregoing clause (C) shall not apply to any Indebtedness (x) consisting of a customary bridge facility so long as such bridge facility converts into long-term Indebtedness that satisfies this clause (C) or (y) incurred in reliance on the Inside Maturity Exception; (D) any Incremental Revolving Commitment or any Revolving Commitment Increase shall not have a maturity date that is earlier than the Revolving Maturity Date and shall not require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date and (E) any Incremental Term Loan Increase shall be treated the same as the Class of Term Loans being increased (including with respect to maturity date thereof), shall be considered to be part of the Class of Term Loans being increased and shall be on the same terms applicable to such Term Loans. .
(c) Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall (i) shall, to the extent a consent would be reasonably satisfactory to required under Section 9.04 if such additional bank, financial institution, existing Lender or other Person were taking an assignment of Loans or Commitments, be approved by the Borrower and the Administrative Agent (and, in the case of any Incremental Revolving Commitment or Revolving Commitment Increase, each applicable Issuing Bank) (such approval not be unreasonably withheld) (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and (ii) if not already a Lender, shall become a Lender under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each such Additional Lender, if any, Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s Revolving Commitment) under this Agreement after giving effect to such upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the or to any other Loan Documents Document as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees Section (including to provide for voting provisions applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders comparable to the provisions of clause (as defined belowB) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in clauses (a) and (b) of Section 4.01 4.02 (it being understood and agreed that all references to “the date a Borrowing in clauses (a) and (b) of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment).
(d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds pay to each Revolving Lender of the Incremental Extensions Applicable Class the portion of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything such funds that is equal to the contrary in this Section 2.21amount, no existing Lender if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be obligated deemed to provide Incremental Extensions of Credit.have made new Revolving Borrowings (the “Resulting Revol
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Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Facility (Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts amount of $20.0 million, 15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any therefrom; provided that if such Incremental Facility Amendment (and the making of any Incremental Extensions Extension of Credit pursuant thereto))is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, with the Total Leverage Ratio required by provisions of Section 6.10 1.04 shall apply; and (by) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicablethen existing Facilities. In addition, (a) the case Incremental Extensions of additional term loansCredit shall be in an aggregate principal amount not exceeding an amount such that, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior after giving effect to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect incurrence of such Incremental Extension of Credit provided (and assuming that any such agreement shall affect solely Incremental Revolving Commitments are fully drawn), the terms Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 calculated on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement an LCA Election has been amended in accordance with made, the provisions of Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders1.04 shall apply, (ib) any increase in the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving FacilityMaturity Date, (iic) the Incremental Extensions of Credit Revolving Commitments shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable(d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, and (iiie) in the case of additional term loans, Incremental Extensions of Credit Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term LoansLoans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) [reserved] and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below)Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable ; provided that if such Incremental Facility AmendmentExtension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the Administrative Agent provisions of Section 1.04 shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02apply. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
Appears in 1 contract
Samples: Revolving Credit Agreement (Nuance Communications, Inc.)
Incremental Extensions of Credit. Subject to the terms (a) The Borrowers and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders) may at any time and (but shall have no obligation) from time to time, request time agree that such Lenders shall provide to add the Borrowers Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional term loans and/or or facilities (any such new facility or increase the Revolving Facility (the an “Incremental Extensions Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”), (ii) the applicable Increased Facility Closing Date, (iii) the applicable Incremental Term Maturity Date, (iv) the amortization schedule for such Incremental Term Loans and (v) the Applicable Margin for such Incremental Term Loans; provided that
(i) except as otherwise agreed by the lenders in respect of Credit”) in minimum principal amounts of $20.0 millionsuch Incremental Term Facility, provided that (a) immediately prior to and after giving effect to any Incremental Increased Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans pursuant thereto), no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus therefrom,
(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22, shall not exceed (A) together with the aggregate initial principal amount of any Incremental Equivalent Debt or committed any Permitted Refinancing Indebtedness in respect thereof incurred pursuant to Section 6.01(p), $75.0 million (less any Incremental ABL Commitments) plus (B) in the case of Incremental Term Loans incurred pursuant to preceding clause (A) or this clause (B) that serve to effectively extend the maturity of then existing Term Loans, an amount equal to the reductions in such Term Loan with such Incremental Term Loans plus (C) an additional amount if, after giving effect to such additional amount, if applicableon a Pro Forma Basis the Total Leverage Ratio for the most recently completed Test Period does not exceed 4.25:1.00 (determined without deductions for any cash proceeds received by the Borrowers from the incurrence of any Incremental Term Facility) of (the amounts described in clauses (A), (B) and (C) above, the “Incremental Extensions Cap”);
(iii) the Weighted Average Life to Maturity of Credit” the Incremental Term Loans shall not be shorter than the Weighted Average Life to Maturity of the Term Loans,
(as defined iv) each Incremental Term Facility shall have a final maturity date no earlier than the Latest Maturity Date,
(v) if the Effective Yield in the Second Lien Credit Agreement). The respect of any such Incremental Extensions of Credit shall rank Term Loans that are pari passu in right of payment and are secured equally and ratably with the Term Loans provided to the Borrowers exceeds the Effective Yield for the existing Term Loans by more than 0.50%, the Applicable Margin for the existing Term Loans shall be increased so that the Effective Yield in respect of such existing Term Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50% (provided that if the applicable Incremental Term Facility includes any interest rate floor greater than that applicable to the Term Loans, and such floor is applicable to the Term Loan Facility on the date of the applicable Increased Facility Activation Notice, such excess amount shall be equated to interest margin for determining the increase),
(vi) all Incremental Term Loans shall rank pari passu or subordinated in right of payment and pari passu or subordinated in right of security in respect of the Collateral with the Term Loans or may be unsecured; provided that to the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, extent any such additional term loans shall have the same terms as the Incremental Term Loans (including any Incremental Equivalent Debt) are pari passu or subordinated in right of payment or right of security to the “Existing Term Loans”) existing immediately prior , they shall be subject to intercreditor arrangements reasonably satisfactory to the effectiveness Administrative Agent, and
(vii) each Incremental Term Facility shall share ratably in any prepayments of an Incremental the Term Facility Amendment (except as otherwise agreed by unless the Administrative Agent Borrowers and Additional Lenders agreeing to provide a commitment the lenders in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely Term Facility elect lesser payments. Notwithstanding the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided thatforegoing, without the prior written consent of the Required LendersAdministrative Agent, (ix) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10.0 million and (y) no more than six (6) Increased Facility Closing Dates may be selected by the Borrowers after the Closing Date. No Lender shall have any obligation to participate in any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant paragraph unless it agrees to the terms hereof otherwise applicable to the Revolving Facility, do so in its sole discretion.
(iib) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender institution or other person that elects to extend commitments to provide Incremental Extensions entity which, with the consent of Credit shall be reasonably satisfactory the Lead Borrower and (to the Borrower and extent such consent would be required under Section 9.04 with respect to an assignment of Term Loans to such person) the consent of the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.22(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit K, whereupon such bank, financial institution or other person being called an entity (a “Additional New Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect for all purposes and to the modifications permitted same extent as if originally a party hereto and shall be bound by this Section 2.21, and, as appropriate, and entitled to the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect benefits of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date)Documents, and, except as otherwise specified provided above in clause (a)(vi), shall benefit equally and ratably from the Guarantees and security interests created by the Security Documents; provided that (i) the Sponsor and any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in connection with such Incremental Term Loans, the Sponsor and any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.04 as if such Incremental Term Loans were Term Loans that had been obtained by way of assignment and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Term Loans, provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.04 as if such Incremental Term Loans were Term Loans that had been obtained by way of assignment.
(c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility AmendmentActivation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the consent of the Borrowers (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any Incremental Term Facility, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Security Document as necessary to reflect the increase in Indebtedness under this Agreement.
(d) Prior to the effectiveness of any Increased Facility Activation Notice and the Incremental Term Loans thereunder, the Administrative Agent shall have received customary legal opinions, board resolutions resolutions, reaffirmation agreements and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.024.01. The proceeds of the Incremental Extensions of Credit Term Loans may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “"Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loans, the "Incremental Extensions of Credit”") in a minimum principal amounts amount of $20.0 million, 15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall shall, after giving effect to the incurrence of the Incremental Extensions of Credit, be in compliancecompliance with (A) the Incurrence Test on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) and (B) a Consolidated Senior Secured Leverage Ratio of (i) 4.00 to 1.00 if the Incremental Credit Extension is incurred during the period from the Amendment Effective Date until the date that is 18 months after the Amendment Effective Date and (ii) 3.50 to 1.00 thereafter, on a Pro Forma Basis (including giving the pro forma effect to any Incremental Facility Amendment (and the making of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) as of the most recent Test Period and as of the date of incurrence of the Incremental Extensions of Credit pursuant thereto)(assuming such Incremental Revolving Commitments are fully drawn), with the Total Leverage Ratio required by Section 6.10 and (by) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicablethen existing Facilities. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lendersaddition, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (iia) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $300 million (no more than $100 million of which may be Incremental Revolving Commitments), (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Facility Maturity Date or Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, as applicable, and (iiid) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term LoansLoans made on the Amendment Effective Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Original Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Amendment Effective Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Original Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution institution, existing Lender or other person Person being called an “"Additional Lender”") and shall become a Lender under this Agreement, pursuant to an amendment (an “"Incremental Facility Amendment”") to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “"Incremental Facility Closing Date”") of each of the conditions set forth in Section 4.01 (it being understood that all references to “"the date of such Borrowing” " in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except . Except as otherwise specified in the applicable Incremental Facility Amendmentset forth above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
Appears in 1 contract
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower Company may at any time and from time to time, request (x) to add additional term loans and/or increase the Revolving Facility Commitments of any Class or (y) to incur additional Indebtedness or Other Revolving Commitments (in each case, the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 15.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), (x) no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, (y) on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 shall not exceed 4.00:1.00 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 thereto shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed such amount, if applicable) of the “Maximum Incremental Amount”), provided that Incremental Extensions of Credit” Credit may exceed the Maximum Incremental Amount by an amount of up to $100.0 million so long as after giving effect thereto on a Pro Forma Basis (as defined in including giving pro forma effect to any Incremental Facility Amendment (and the Second Lien meeting of any Incremental Extensions of Credit Agreementpursuant thereto)) the Total Leverage Ratio shall not exceed 2.50:1.00. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Facility Loans, as applicable. In the case of the Incremental Extensions of Credit which constitute additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the any Class of Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required LendersLenders (but subject to Section 9.08(b)(viii)), (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility (it being understood and agreed that the Borrower shall not request any increase in the Revolving Facility pursuant to this Section 2.21 without the prior written consent of the Majority Lenders under the Revolving Facility), (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the latest Term Loan Maturity Date or the latest Revolving Facility Maturity Date, as applicable, then in effect and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower Company and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (each, together with any amendments in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.22, an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the BorrowerCompany, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and shall be, to the extent not consistent with the then existing Loan Documents, reasonably satisfactory to the Administrative Agent provided, however, (x) the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower Company and the Additional Lenders and the Effective Yield with respect to each Incremental Extension of Credit (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in any applicable Incremental Facility Amendment, (y) that if any New Term Loans remain outstanding at the time of the effectiveness of any Incremental Facility Amendment, then to the extent the Effective Yield in respect of such additional term loans shall exceed by more than 0.50% the Effective Yield on the New Term Loans, the Applicable Margin applicable to such New Term Loans, as the case may be, shall be increased to the extent necessary so that the New Term Loans do not receive less than the Effective Yield with respect to such additional term loans, less 0.50% per annum and (z) that, in the case of an Incremental Facility Amendment providing for any increase to any Revolving Facility Commitments or additional revolving credit commitments, if any Existing Revolving Facility Commitments remain outstanding at the time of the effectiveness of any such Incremental Facility Amendment, then to the extent the Effective Yield in respect of Loans made pursuant to such increased Revolving Facility Commitments or additional revolving credit commitments (as defined below)applicable) shall exceed by more than 0.50% the Effective Yield applicable to Existing Revolving Facility Loans, the Applicable Margin applicable to such Existing Revolving Facility Loans shall be increased to the extent necessary so that the Existing Revolving Facility Loans do not receive less than the Effective Yield with respect to such Loans, less 0.50% per annum. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received (x) legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.024.02 and (y) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Incremental Extensions of Credit are provided with the benefit of the applicable Loan Documents. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Samples: Credit Agreement (Edwards Group LTD)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Facility (Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts amount of $20.0 million, 15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (ax) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall shall, after giving effect to the incurrence of the Incremental Extensions of Credit, be in compliance, compliance with (A) the Incurrence Test on a Pro Forma Basis (including giving the pro forma effect to any Incremental Facility Amendment (and the making of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) and (B) a Consolidated Senior Secured Leverage Ratio of 3.50 to 1.00 on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) as of the most recent Test Period and as of the date of incurrence of the Incremental Extensions of Credit pursuant thereto)(assuming such Incremental Revolving Commitments are fully drawn), with the Total Leverage Ratio required by Section 6.10 and (by) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicablethen existing Facilities. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lendersaddition, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (iia) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $300 million (no more than $100 million of which may be Incremental Revolving Commitments) from and after the 2011 Amendment Effective Date, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term C Loan Maturity Date or Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Tranche 2 Revolving Facility Maturity Date, as applicable, and (iiid) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term C Loans, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche 2 Revolving Facility Commitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term C Loans, such terms shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Tranche 2 Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Lender, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan in the initial primary syndication thereof) (the “Effective Yield”) with respect to any such Incremental Term Loans exceeds the then applicable Effective Yield on the Term C Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Term C Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Term C Loans shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Term C Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and and, in the case of Incremental Revolving Commitments, the Administrative Agent (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except . Except as otherwise specified in the applicable Incremental Facility Amendmentset forth above, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may shall be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Creditgeneral corporate purposes including Permitted Business Acquisitions.
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Incremental Extensions of Credit. Subject to the terms and conditions set forth hereinherein after the Closing Date, the Borrower Borrowers may at any time and from time to time, request request, upon thirty (30) days’ written notice to Agent, to add additional term loans and/or increase the Revolving Facility Loan Commitments hereunder (the “Incremental Extensions of CreditRevolving Loan Commitments”) in minimum principal amounts of $20.0 million, provided that (a) 5,000,000 up to a maximum aggregate amount of $20,000,000 so long as immediately prior to to, and after giving effect to to, any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)Revolving Loan Commitments, no Default or Event of Default has occurred or and is continuing or of shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loanstherefrom. Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit Revolving Loan Commitments shall be reasonably satisfactory to the Borrower Borrowers and the Administrative Agent (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment or joinder agreement (an “Incremental Facility AmendmentJoinder”) to this AgreementAgreement in form and substance reasonably satisfactory to the Agent, giving effect to the modifications permitted by this Section 2.211.3, and, as appropriate, the other Loan Documents, executed by Borrowers, each existing Lender agreeing to provide a commitment in respect of the BorrowerIncremental Revolving Loan Commitments, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of It is understood and agreed that no Lender shall have an obligation to provide the Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentRevolving Loan Commitments. An Incremental Facility Amendment providing for term loans Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below)Section 1.3. The effectiveness of any Incremental Facility Amendment Joinder shall be subject to the satisfaction receipt on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date by Agent of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of CreditDate.
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Samples: Loan and Security Agreement (Cambium Learning Group, Inc.)
Incremental Extensions of Credit. Subject (a) At any time after the Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower Borrowers may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add additional one or more tranches of term loans and/or increase (the “Incremental Term Loans”) or one or more increases in the aggregate amount of the Revolving Facility Credit Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) ), in an aggregate amount not to exceed the Incremental Amount in effect at such time and in minimum Dollar Equivalent principal amounts of $20.0 million, 50,000,000 (or such lesser amount equal to the Incremental Amount at such time); provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant theretoas defined below), (a) no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliancetherefrom, (b) on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and assuming that the making full amount of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The such Incremental Extensions of Credit shall have been fully funded as Loans on such date), as of the last day of the most recently ended fiscal quarter of the U.S. Borrower for which financial statements have been delivered pursuant to Section 5.04, the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenants as in effect at such time and (c) the U.S. Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above.
(b) The Revolving Commitment Increases (and the Loans and other extensions of credit to be made thereunder) shall have terms that are identical to those of the U.S. Revolving Credit Commitments or the Global Revolving Credit Commitments, as applicable. The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, (ii) other than amortization, pricing or and maturity date, such additional term loans shall have terms substantially similar to those with respect to (A) in the same terms as case of Incremental Extensions of Credit in the Term Loans form of a tranche A facility (the “Existing Tranche A Incremental Term Loans”), any previously established Tranche A Incremental Term Loans and (B) existing in the case of Incremental Extensions of Credit in the form of a tranche B facility (“Tranche B Incremental Term Loans”), any previously established Tranche B Incremental Term Loans, in each case as in effect immediately prior to the effectiveness of an the applicable Incremental Facility Amendment Amendment; provided that (except as otherwise agreed by w) in the Administrative Agent and Additional event that the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders agreeing to provide a commitment in respect of providing such Incremental Extension Term Loans and any applicable interest rate “floors”) relating to any Incremental Term Loans made within 24 months after the first establishment of Credit provided that any such agreement shall affect solely Incremental Term Loans hereunder after the terms Restatement Effective Date, and after the aggregate principal amount of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit made hereunder exceeds (or that would cause the aggregate principal amount of Incremental Extensions of Credit made hereunder to exceed) $150,000,000, exceeds the Applicable Margin relating to (1) in the case of any Tranche A Incremental Term Loans, any previously established Class of Tranche A Incremental Term Loans and (2) in the case of any Tranche B Incremental Term Loans, any previously established Class of Tranche B Incremental Term Loans, in each case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, by more than 0.50%, the Applicable Margin relating to (I) in the case of any Tranche A Incremental Term Loans, any previously established Class of Tranche A Incremental Term Loans and (II) in the case of any Tranche B Incremental Term Loans, any previously established Class of Tranche B Incremental Term Loans, shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit and any applicable interest rate “floors”) relating to such Incremental Extensions of Credit minus 0.50%, (x) Incremental Term Loans shall not have a final maturity date earlier than (1) the Term Loan Latest Maturity Date or with respect to any Class of Incremental Term Loans in effect on the applicable Incremental Facility Closing Date and (2) 180 days after the Latest Maturity Date with respect to the Revolving Credit Commitments in effect on the applicable Incremental Facility Maturity Closing Date, as applicable, and (iiiy) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the latest maturing Tranche B Incremental Term Loans. Loans outstanding on the applicable Incremental Facility Closing Date and (z) Incremental Term Loans may be funded in Dollars or any Foreign Currency (as agreed by the Lenders under the applicable Incremental Facility Amendment).
(c) Any additional bank, financial institution, existing Lender or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the applicable Borrower and the Administrative Agent and, in the case of a Revolving Commitment Increase, the applicable Swingline Lender and, if applicable, the Issuing Bank (any such bank, financial institution or other person Person being called an “Additional Lender”) ), and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.212.23, and, as appropriate, the other Loan Documents, executed by the applicable Borrower, each Additional Lender, if any, Lender and the Administrative Agent. No existing Lender shall have any obligation to extend any Incremental Extension of Credit unless it shall so agree. Commitments in respect of Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment under the applicable Facility) under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.23 (including, for the avoidance of doubt, any amendments necessary to provide for the terms of voluntary and provided, however, the interest rates and fees applicable to any mandatory prepayments of Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined belowTerm Loans). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the applicable Incremental Facility Closing Date), and, except the delivery by the U.S. Borrower of a certificate of a Responsible Officer certifying that such conditions have been satisfied and such other conditions as otherwise specified in the applicable parties to such Incremental Facility Amendment, the Administrative Agent Amendment shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02agree. The proceeds of the Incremental Extensions of Credit may shall be used for general corporate purposes of the Borrower and the Subsidiaries.
(d) On the date of effectiveness of any purpose not otherwise prohibited hereunder. Notwithstanding anything Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding under the applicable Facility (the “Existing Revolving Borrowings”) immediately prior to the contrary effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Credit Commitment under the applicable Facility prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in this same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s U.S. Revolving Facility Percentage or ratable share of Available Unused Commitments, as applicable (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s U.S. Revolving Facility Percentage or ratable share Available Unused Commitments, as applicable (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of such Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Credit Commitment under the applicable Facility prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to
(1) such Revolving Commitment Increase Lender’s U.S. Revolving Facility Percentage or ratable share of Available Unused Commitments, as applicable (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender under the applicable Facility the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s U.S. Revolving Facility Percentage or ratable share of Available Unused Commitments, as applicable (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s U.S. Revolving Facility Percentage or ratable share of Available Unused Commitments, as applicable (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.212.03 (and the Borrower shall deliver such Borrowing Request), no existing (vi) each Revolving Lender shall be obligated deemed to provide Incremental Extensions hold its U.S. Revolving Facility Percentage or ratable share of CreditAvailable Unused Commitments, as applicable, of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each applicable Revolving Facility Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Facility Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Facility Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans under the applicable Facility such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and participations hereunder in Swingline Loans under the applicable Facility, in each case held by each applicable Revolving Facility Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s U.S. Revolving Facility Percentage or ratable share of Available Unused Commitments, as applicable.
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Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders) may at any time and (but shall have no obligation) from time to timetime agree that such Lenders shall provide to the Borrower Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional loans or facilities, request to add additional term loans and/or increase (ii) the Revolving applicable Increased Facility Closing Date, (iii) the “applicable Incremental Extensions of Credit”Term Maturity Date, (iv) in minimum principal amounts of $20.0 million, the amortization schedule for such Incremental Term Loans and (v) the Applicable Margin for such Incremental Term Loans; provided that that
(ai) immediately prior to and after giving effect to any Incremental Increased Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans pursuant thereto), no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus therefrom,
(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22, shall not exceed (or committed A) together with the aggregate initial principal amount of any Incremental Equivalent Debt incurred pursuant to clause (A)(i) of the proviso to Section 6.01(p)(i), $125.0 million (less any Incremental ABL Commitments) plus (B) an additional amount if, after giving effect to such additional amount, on a Pro Forma Basis the Secured Leverage Ratio for the most recently completed Test Period does not exceed 3.50:1.00 (assuming all such additional amounts were secured, whether or not so secured);
(iii) the Weighted Average Life to Maturity of the Incremental Term Loans shall not be shorter than the Weighted Average Life to Maturity of the Term Loans,
(iv) each Incremental Term Facility shall have a final maturity date no earlier than the Maturity Date,
(v) if applicablethe Effective Yield in respect of any Incremental Term Loans that are pari passu in right of payment and are secured equally and ratably with the initial Term Loans provided to the Borrower exceeds the Effective Yield for the existing Term Loans by more than 0.50%, the Applicable Margin for the existing Term Loans shall be increased so that the Effective Yield in respect of such existing Term Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50% (provided that if the applicable Incremental Term Facility includes an interest rate floor greater than that applicable to the existing Term Loans, such excess amount shall be equated to yield for purposes of determining whether an increase to the Applicable Margin for the existing Term Loans shall be required, provided that if such increase is required, the interest rate floor (but not the Applicable Margin) of “applicable to the existing Term Loans shall be increased by such excess amount),
(vi) all Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit Term Loans shall rank pari passu or subordinated in right of payment and right of security in respect of the Collateral with the Term Loans or may be unsecured; provided that to the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, extent any such additional term loans shall have the same terms as the Incremental Term Loans (the “Existing Term Loans”including any Incremental Equivalent Debt) existing immediately prior are subordinated in right of payment or right of security to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institutionthey shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, and
(vii) all terms of any Incremental Term Facility not set forth herein, if not consistent with the applicable existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit Term Facility, shall be reasonably satisfactory to the Administrative Agent; provided that each Incremental Term Facility shall share ratably in any prepayments of the Term Facility unless the Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments. Notwithstanding the foregoing, without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10.0 million and (y) no more than ten (10) Increased Facility Closing Dates may be selected by the Borrower after the Restatement Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and (to the extent such consent would be required under Section 9.04 with respect to an assignment of Term Loans to such person) the consent of the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.22(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit K, whereupon such bank, financial institution or other person being called an entity (a “Additional New Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect for all purposes and to the modifications permitted same extent as if originally a party hereto and shall be bound by this Section 2.21, and, as appropriate, and entitled to the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect benefits of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date)Documents, and, except as otherwise specified provided above in clause (a)(vi), shall benefit equally and ratably from the Guarantees and security interests created by the Security Documents; provided that (i) the Sponsor and any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in connection with such Incremental Term Loans, the Sponsor and any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.04 as if such Incremental Term Loans were Term Loans and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Term Loans, provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.04 as if such Incremental Term Loans were Term Loans.
(c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility AmendmentActivation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any Incremental Term Facility the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage as necessary to reflect the increase in Indebtedness under this Agreement.
(d) Prior to the effectiveness of any Increased Facility Activation Notice and the Incremental Term Loans thereunder, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Restatement Date under Section 4.024.01. The proceeds of the Incremental Extensions of Credit Term Loans may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Incremental Extensions of Credit. (a) Subject to the terms and conditions set forth herein, the Borrower may at any time and or from time to timetime after the Closing Date, by notice to the Administrative Agent (an “Incremental Loan Request”), request to add additional (A) one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans and/or increase the Revolving Facility (collectively with any Term Loan Increase, the “Incremental Extensions Term Commitments” or “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders.
(b) On the applicable date (each, an “Incremental Facility Closing Date”) specified in the applicable Additional Credit Extension Amendment (including through any Term Loan Increase, as applicable), subject to the satisfaction of the terms and conditions in this Section 2.20 and in the applicable Additional Credit Extension Amendment, (i) (A) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan” or, an “Incremental Extension of Credit”) in minimum principal amounts an amount equal to its Incremental Term Commitment of $20.0 millionsuch Class and (B) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto and (ii) [reserved].
(c) Each Incremental Loan Request from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any Incremental Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “Incremental Term Lender”, as applicable, and, collectively, the “Incremental Lenders”); provided that the Administrative Agent shall have consented (anot to be unreasonably withheld or delayed) immediately prior to such Additional Lender’s making such Incremental Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Term Loans to such Lender or Additional Lender.
(d) The effectiveness of any Additional Credit Extension Amendment pursuant to this Section 2.20, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date specified therein (the “Incremental Amendment Date”) of each of the following conditions, together with any other conditions set forth in the applicable Additional Credit Extension Amendment:
(i) after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied; provided, that, in connection with any Incremental Facility Commitment, which is being used to finance a Limited Condition Transaction, the Incremental Lenders party to such Additional Credit Extension Amendment shall be permitted to waive or limit (or not require the satisfaction of) in full or in part any of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a), of any Specified Representations) and Section 4.02(b) (other than with respect to any Event of Default under Section 7.01(a), (b), (h) or (i)) without the consent of the existing Lenders,
(ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.20(d)(iii)),
(iii) except in the case of Refinancing Term Loans, (A) after giving Pro Forma Effect to both (x) the making of any Incremental Extensions of Term Loans under such Additional Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Extension Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (by) the aggregate principal amount any Specified Transactions consummated in connection therewith, (or committed amount, 1) if applicable) of all such Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall Commitments rank pari passu in right of payment and security with the Obligations, the First Lien Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 4.50:1.00, (2) if such Incremental Commitments rank junior in right of security in respect to the Obligations, the Secured Net Leverage Ratio as of the Collateral last day of the most recently ended Test Period for which financial statements are internally available does not exceed 5.75:1.00, or (3) if such Incremental Commitments are unsecured, the Total Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 6.00:1.00, or (B) together with the Incremental Term Loans made under such Additional Credit Extension Amendment, the aggregate principal amount of Incremental Term Loans made in reliance on this clause (B) on such date, when aggregated with the other Free and Clear Usage Amount on such date, does not exceed the sum of (i) $250,000,000 plus (ii) the principal amount of any voluntary prepayments of Term Loans, any other Indebtedness incurred in reliance on the Free and Clear Usage Amount (in the case of revolving Indebtedness, to the extent accompanied by a corresponding reduction in commitments) or any Indebtedness constituting a Permitted Refinancing of any of the Revolving foregoing (in each case, other than to the extent made with the proceeds of Long-Term Indebtedness); provided, that, it is understood that (1) Incremental Term Loans may be incurred under either clause (A) or clause (B) above as selected by the Borrower in its sole discretion and (2) Incremental Term Loans may be incurred under both clause (A) and clause (B) above, and proceeds from any such incurrence under both clause (A) and clause (B) may be utilized in a single transaction or series of related but substantially concurrent transactions by first calculating the incurrence under clause (A) (without giving effect to any Incremental Term Loans incurred (or to be incurred) under clause (B)) and then calculating the incurrence under clause (B), and
(iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) in form and substance reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the benefit of the applicable Loan Documents.
(e) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans, as applicable. In , each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Additional Credit Extension Amendment, (x) in the case of additional term loansany Class of Incremental Term Loans and Incremental Term Commitments, other than amortization, pricing or maturity date, such additional term loans shall have for the same terms as benefit of the Term Loans Lenders and (y) [reserved] or (b) applicable only to periods after the “Existing Term Loans”) existing immediately prior to Latest Maturity Date as of the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21Date); provided thatthat in the case of a Term Loan Increase, without the prior written consent terms, provisions and documentation (other than the Additional Credit Extension Amendment evidencing such increase) of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the Required Lendersapplicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) any increase the Incremental Term Loans:
(A) (I) shall rank pari passu or junior in right of payment with the Revolving Facility Obligations and (II) shall be on secured by the terms described Collateral and shall rank pari passu or junior in this Section 2.21 and pursuant right of security with the Obligations or be unsecured (and, subject to the terms hereof otherwise applicable a subordination agreement (if subject to the Revolving Facilitypayment subordination), or (iiif subject to lien subordination) a Junior Lien Intercreditor Agreement),
(B) as of the Incremental Extensions of Credit Amendment Date, shall not have a final scheduled maturity date earlier than the Tranche B Maturity Date,
(C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Tranche B Term Loans,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Rate and amortization for a Term Loan Maturity Date Increase shall be (x) the Applicable Rate and amortization for the Class being increased or the Revolving Facility Maturity Date, as applicable, and (iiiy) in the case of additional term loansthe Applicable Rate, Incremental Extensions of Credit shall not have a weighted average life that is shorter higher than that of the then-remaining weighted average life of Applicable Rate for the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit Class being increased as long as the Applicable Rate for the Class being increased shall be reasonably satisfactory automatically increased as and to the extent necessary to eliminate such deficiency,
(E) shall have fees determined by the Borrower and the Administrative Agent applicable Incremental Term Loan arranger(s), and
(F) may participate (I) in any such bankvoluntary prepayments of any Class of Term Loans hereunder, financial institution in whole or other person being called an in part, as selected by the Borrower in its sole discretion and subject to the requirements of Section 2.11 and (II) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments with Net Proceeds from any event described in clause (c) of the definition of the term “Additional LenderPrepayment Event”) and in any mandatory prepayments of Term Loans hereunder.
(ii) [reserved];
(iii) [reserved].
(f) Commitments in respect of Incremental Term Loans shall become a Lender under this Agreement, additional Commitments pursuant to an amendment (an “Incremental Facility Additional Credit Extension Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, Incremental Lender providing such Commitments and the Administrative Agent. Commitments in respect of Incremental Extensions of The Additional Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Extension Amendment providing for term loans may, without the consent of any other LendersLoan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions of this SectionSection 2.20, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and provided, however, associated rights of the interest rates and fees applicable Lenders to the extent any Incremental Extension Extensions of Credit are to rank junior in right of security or payment or to address technical issues relating to funding and payments. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement.
(g) [Reserved].
(h) The Incremental Term Loans made under each Term Loan Increase shall be determined made by the Borrower and the Additional applicable Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject participating therein pursuant to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions procedures set forth in Section 4.01 2.01 and 2.02 (it being understood that all references to “as may be conformed as necessary or appropriate as reasonably determined by the Administrative Agent) and on the date of the making of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date)Term Loans, and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding notwithstanding anything to the contrary set forth in this Section 2.212.01 and 2.02, no existing Lender such Incremental Term Loans shall be obligated added to provide Incremental Extensions (and form part of) each Borrowing of Creditoutstanding Term Loans under the applicable Class of Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans of such Class.
(i) This Section 2.20 shall supersede any provisions in Sections 2.18 or 9.02 to the contrary.
Appears in 1 contract
Samples: First Lien Term Loan Credit Agreement (Select Medical Holdings Corp)
Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (ai) immediately prior to and after giving effect to any Incremental Increased Facility Amendment Activation Notice (and the making of any Incremental Extensions of Credit Term Loans pursuant thereto), except as otherwise agreed by the Lenders providing such Incremental Term Loans, no Default or Event of Default has occurred or and is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus therefrom,
(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22 shall not exceed the Maximum Incremental Facilities Amount; provided that for the avoidance of doubt, any borrowing of the Term B Loans on the Amendment No. 1 Effective Date shall not be deemed to utilize any capacity under the foregoing,
(or committed amountiii) the Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term B Loans,
(iv) the Incremental Term Facility shall have an Incremental Term Maturity Date no earlier than the Maturity Date,
(v) the provisions with respect to payment of interest, if applicable) of “Incremental Extensions of Credit” (original issue discount and upfront fees shall be as defined set forth in the Second Lien Credit Agreement). The applicable Increased Facility Activation Notice; provided that if the Effective Yield in respect of any Incremental Extensions Term Loans (other than Refinancing Term Loans) that are pari passu in right of Credit payment and are secured equally and ratably with the Term B Loans provided to the Borrower exceeds the Effective Yield for the existing Term B Loans by more than 0.50%, the Applicable Margin for the existing Term B Loans shall be increased so that the Effective Yield in respect of such existing Term B Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50%; provided, that if the applicable Incremental Term Facility includes an interest rate floor greater than that applicable to the Term B Loans, such excess amount shall be equated to yield for purposes of determining whether an increase to the Applicable Margin for the existing Term B Loans shall be required; provided, further, that if such increase is required as above, the interest rate floor (but not the Applicable Margin) applicable to the existing Term B Loans shall be increased by the lesser of (x) such excess amount and (y) the required amount of the increase,
(vi) all Incremental Term Loans shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term B Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit may be unsecured; provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan Term Loans that are junior lien or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility unsecured shall be on the terms described in this Section 2.21 and documented pursuant to a separate credit agreement, and
(vii) all terms (except for covenants or other provisions applicable only to periods after the terms hereof otherwise Final Maturity Date) of any Incremental Term Facility not set forth herein, if not consistent with the applicable to the Revolving existing Term Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Administrative Agent (or, in the case of Refinancing Term Loans, if not consistent with then current market terms, as reasonably determined by the Borrower); provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the Term Facility unless the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments lenders in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Term Facility Amendmentelect lesser payments. An Incremental Facility Amendment providing for term loans mayNotwithstanding the foregoing, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, each increase effected pursuant to effect the provisions of this Section, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit paragraph shall be determined by the Borrower and the Additional Lenders (as defined below)in a minimum amount of at least $25,000,000. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent No Lender shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything obligation to the contrary participate in any increase described in this Section 2.21, no existing Lender shall be obligated paragraph unless it agrees to provide Incremental Extensions of Creditdo so in its sole discretion.
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Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 75.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis pro forma basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant theretothereto and calculated as though all such Incremental Extensions of Credit had been incurred at the beginning of the relevant Reference Period)), with the Total a Consolidated Leverage Ratio of 5.00 to 1.00 as of the last day of the Reference Period ending on December 31, 2007 and as of the last day of any Reference Period ending thereafter the applicable Consolidated Leverage Ratio set forth in Section 7.1 as of the last day of the Reference Period ending as of the last day of the last fiscal quarter for which financial statements have been or are required by to be delivered pursuant to Section 6.10 6.1 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 2.23 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement)350.0 million. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other Other than amortization, pricing or maturity date, such the Incremental Extensions of Credit consisting of additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 10.1 without reference to this Section 2.212.23); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 2.23 and pursuant to the terms hereof (including interest rates and fees) otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and and, if not already a Lender, shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.212.23, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Table of Contents Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.23, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit (the “Incremental Margin”) shall be determined by the Borrower and the Additional Lenders; provided, further, however, if the Incremental Margin (which for this purpose includes all upfront or similar fees or original issue discount (with such upfront fees or original issue discount being converted to interest rate margin as reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Additional Lenders providing such Incremental Extension of Credit) is more than 0.25% per annum higher than the interest rate margin applicable to the Term Loans (which for this purpose includes all upfront or similar fees or original issue discount (with such upfront fees and original issue discount being converted to interest rate margin as defined below)reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Lenders providing the Term Loans) then the interest rate margin applicable to the Term Loans shall be adjusted to equal the Incremental Margin minus 0.25% per annum. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 5.2 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 5.2 shall be deemed to refer to the Incremental Facility Closing Date), and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.025.1. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.212.23, no existing Lender shall be obligated to provide Incremental Extensions of Credit.
Appears in 1 contract
Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders (as defined in clause (b) below)) may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Extensions of Credit”) in minimum principal amounts of $20.0 million, provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, agree that such Lenders shall make additional term loans under this Agreement (“Incremental Term Loans”) by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (1) the amount of Incremental Term Loans, (2) the applicable Increased Facility Closing Date, (3) the applicable Incremental Term Maturity Date, (4) the amortization schedule for such Incremental Term Loans, and (5) the Applicable Margin for such Incremental Term Loans; provided, that (i) any increase in the Revolving Facility Incremental Term Loans shall have the benefit of the same guarantees as the Loans and shall be secured on a pari passu basis by the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving FacilityCollateral, (ii) no Lender will be required to provide any Incremental Term Loans, (iii) no Event of Default or Default shall exist or would exist after giving effect thereto, (iv) the representations and warranties made by each Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Increased Facility Closing Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, (v) the maturity date of the Incremental Extensions of Credit Term Loans shall not have a final maturity date be no earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life maturity date of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect average life to maturity of the Incremental Extensions Term Loans shall be no shorter than the remaining average life to maturity of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans maythe Term Loans, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, (vi) a security interest in the opinion of acquired business and assets thereof shall be pledged in accordance with the Administrative AgentSections 5.12 and 5.13, to effect the provisions of this Section, and provided, however, (vii) the interest rates and fees applicable to any margins for the Incremental Extension of Credit Term Loans shall be determined by the Borrower and the Additional Lenders New Lenders; provided that if the total yield (as defined below). The effectiveness of calculated for both the Incremental Term Loans and the Term Loans, including any Incremental Facility Amendment shall be subject original issue discount (“OID”) (with OID being equated to the satisfaction interest rates in a manner determined by the Administrative Agent based on the date thereof an assumed four-year life to maturity) and any upfront fees (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 which shall be deemed to refer constitute like amounts of OID) and with any interest rate floor applicable to any Incremental Term Loans equated to an increased interest rate margin, but excluding any customary arrangement, underwriting or similar fee paid by the Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans, the Applicable Rate for the Term Loans shall be increased so that the total yield in respect of such Incremental Term Loans is equal to the total yield for the existing Term Loans and (viii) the other terms and documentation in the respect to the Incremental Facility Closing Date)Term Loans, andto the extent not consistent with the Term Loans, except as shall otherwise specified in be reasonably satisfactory to the applicable Administrative Agent. The aggregate amount of Incremental Facility AmendmentTerm Loans made during the term of this Agreement shall not exceed $50,000,000.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.20(a) shall have received legal opinionsexecute a New Lender Supplement (each, board resolutions a “New Lender Supplement”), substantially in the form of Exhibit K, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and other closing documents to the same extent as if originally a party hereto and certificates reasonably requested shall be bound by and entitled to the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds benefits of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. this Agreement.
(c) Notwithstanding anything to the contrary in this Section 2.21Agreement, no existing Lender each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be obligated amended to provide the extent necessary to reflect the existence and terms of the Incremental Extensions of CreditTerm Loans evidenced thereby and that any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.
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Incremental Extensions of Credit. (a) Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request commitments (an “Incremental Term Loan Commitment”) to add additional term loans and/or under a new tranche or as an increase to an existing tranche (the “Incremental Term Loans”) or increases to the existing Revolving Facility Commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts amount of $20.0 million, 5.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (a) immediately prior to and after giving effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Loans.
(b) In addition, (i) the Incremental Extensions of Credit shall be, together with the aggregate principal amount of any Incremental Equivalent Debt, in an aggregate principal amount not exceeding (A) $100.0 million (provided that the First Lien Leverage Ratio does not exceed 5.00 to 1.00 on a pro forma basis (calculated (x) after giving effect to the proposed incurrence of any amounts under clause (b)(i)(C) below and (y) assuming any Incremental Revolving Commitments are fully drawn) as of the date of such Incremental Extension of Credit) plus (B) the amount of any voluntary prepayment of the Term Loans or voluntary prepayment of Revolving Loans accompanied by permanent reductions of the Revolving LoansCommitments, as applicable. In in each case, not funded with the case incurrence of additional other long-term loansindebtedness plus (C) an amount such that, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior after giving effect to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect incurrence of such Incremental Extension of Credit provided (and assuming that any such agreement shall affect solely Incremental Revolving Commitments are fully drawn), the terms First Lien Leverage Ratio does not exceed 4.00 to 1.00 on a pro forma basis as of the date of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21the “Incremental Cap”); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit Term Loans shall not have a weighted average life Weighted Average Life to Maturity that is shorter than that of the then-remaining weighted average life of any then-existing Term Loans, (iv) to the extent that the terms of any Incremental Term Loans (other than pricing or as specifically contemplated by immediately preceding clauses (ii) and (iii)) differ from any then-existing Term Loans, such terms shall be reasonably acceptable to the Administrative Agent, (v) if the then Effective Yield with respect to any such Incremental Term Loans exceeds the then applicable Effective Yield on any then-existing Term Loans by more than 50 basis points, the Applicable Rate for the Term Loans shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Term Loans. Any ; provided that in determining the applicable Effective Yield any amendments to the Applicable Rate on the then-existing Term Loans that became effective subsequent to the Effective Date but prior to the time of the addition of such Incremental Term Loans shall be included, (vi) immediately prior to and after giving effect to any Incremental Facility Amendment, the Borrower will be in compliance with Section 6.11 (whether or not then in effect) on a pro forma basis (calculated assuming any Incremental Revolving Commitments are fully drawn), (vii) no then-existing Lender shall be required to provide any such Incremental Extensions of Credit and (viii) the Incremental Revolving Commitments shall be on identical terms (excluding any upfront fees) and pursuant to the same documentation applicable to the Revolving Commitments and shall be deemed to be an increase to the Revolving Commitments.
(c) The Borrower shall seek Commitments in respect of any Incremental Extension of Credit from existing Lenders (although no Lender shall be obligated to extend such Commitments) or from any additional bank, financial institution, existing Lender institution or other person Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Revolving Commitments, the Issuing Banks (any such bank, financial institution institution, existing Lender or other person Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative AgentAgent and each Issuing Bank, as applicable. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility AmendmentAgreement. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.
(d) Each Lender that is acquiring a new or additional Revolving Commitment shall, and provided, however, the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) ), make a Revolving Loan, the proceeds of each which will be used to prepay the Revolving Loans of the conditions set forth in Section 4.01 (it being understood that all references other Lenders outstanding immediately prior to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date), andif any, except as otherwise specified and shall acquire participations in outstanding Letters of Credit, such that, after giving effect thereto, the applicable Revolving Loans outstanding and participations in outstanding Letters of Credit are held by the Lenders pro rata based on their Revolving Commitments after giving effect to such Incremental Facility Amendment. If there is a new Borrowing of Revolving Loans on such Incremental Facility Closing Date, the Administrative Agent Lenders after giving effect to such Incremental Facility Amendment shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent make such Revolving Loans in accordance with those delivered on the Closing Date under Section 4.02. The proceeds of the Incremental Extensions of Credit may be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit2.02.
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Samples: Credit Agreement (Advisory Board Co)
