Incremental Loan Facilities. Any time after the Funding Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”); provided that: (i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will not exceed $125.0 million; (ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility; (iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and (iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 4 contracts
Samples: Credit Agreement (Live Nation, Inc.), Credit Agreement (Ticketmaster), Credit Agreement (Ticketmaster Entertainment, Inc.)
Incremental Loan Facilities. Any Subject to the terms and conditions set forth herein, the Borrowers may at any time after the Funding Effective Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), one or establishing new more incremental term loans hereunder as provided in Section 2.01(h) (the each such term loan, an “Incremental Term LoansLoan”); provided that:
(ia) the aggregate principal amount of loans and commitments for all Incremental Term Loans established pursuant to this Section 2.6 plus the aggregate principal amount of all Incremental Loan Facilities established after the Funding Date will Equivalent Indebtedness incurred under Section 8.1(k) shall not exceed the sum of (i) Two Hundred Million Dollars ($125.0 million200,000,000) plus (ii) the amount of any voluntary prepayment of any Term Loan or, to the extent accompanied by a permanent reduction of the Revolving Commitments in connection therewith, any Revolving Loans, in each case, to the extent not financed with the proceeds of long-term non-revolving Indebtedness and limited, in the case of any repurchase or prepayment below par, to the actual cash expenditures in respect thereof;
(iib) no Default or Event of Default shall have occurred exist and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(c) any such increase shall be in a minimum aggregate principal amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less);
(d) with respect to any Incremental Term Loan established pursuant to this Section 2.6 structured as a term loan a (as reasonably determined by the Administrative Agent), (i) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Loan shall be as agreed by the Credit Parties and the Lenders providing such Incremental Term Loan; provided that (A) the maturity date of such Incremental Term Loan shall be coterminous with or later than the latest of the Termination Date and the maturity date of each other then existing Term A Facility and (B) the Weighted Average Life to Maturity of such Incremental Term Loan shall not be shorter than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Term A Facility, (ii) the proceeds of such Incremental Term Loan shall be used for the purposes described in the definitive documentation for such Incremental Term Loan and (iii) the other terms of such Incremental Term Loan, if not consistent with the terms applicable to the Term Loan A, shall be reasonably acceptable to the Administrative Agent;
(e) with respect to any Incremental Term Loan established pursuant to this Section 2.6 as a term loan b (as reasonably determined by the Administrative Agent), (i) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Loan shall be as agreed by the Credit Parties and the Lenders providing such Incremental Term Loan; provided that (A) the maturity date of such Incremental Term Loan shall be coterminous with or later than the latest of the maturity date of each other then existing Term Loan and (B) the Weighted Average Life to Maturity of such Incremental Term Loan shall not be shorter than the Weighted Average Life to Maturity of any other then existing Term Loan, (ii) the proceeds of such Incremental Term Loan shall be used for the purposes described in the definitive documentation for such Incremental Term Loan and (iii) the other terms of such Incremental Term Loan, if not consistent with the terms applicable to the other then outstanding Term B Facilities, shall be reasonably acceptable to the Administrative Agent;
(f) if such Incremental Term Loan is (i) a term loan a (as reasonably determined by the Administrative Agent), such Incremental Term Loan shall share ratably in any prepayments of the Term Loan A and all other then outstanding Term A Facilities pursuant to Section 3.2 (or otherwise provide for more favorable prepayment treatment for the Term Loan A and all other then outstanding Term A Facilities) and shall have ratable voting rights as the Term Loan A and all other then outstanding Term A Facilities (or otherwise provide for more favorable voting rights for the Term Loan A and all other then outstanding Term A Facilities) and (ii) a term loan b (as reasonably determined by the Administrative Agent), such Incremental Term Loan shall share ratably in any prepayments of the then outstanding Term Loans (including any other then outstanding Term B Facilities) pursuant to Section 3.2 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loans) and shall have ratable voting rights as the other then outstanding Term Loans (including any other then outstanding Term B Facilities) (or otherwise provide for more favorable voting rights for the then outstanding Term Loans); provided, that, an excess cash flow mandatory prepayment may be added to this Credit Agreement if required by the lenders providing any Term B Facility (and the prepayments thereunder may thereafter be shared ratably by any other Term B Facilities to the extent required by the lenders providing such facilities);
(g) any Incremental Term Loan established hereunder shall constitute an Obligation and be secured by Collateral and may share ratably in prepayments required under Section 3.2 to the extent required by Lenders providing such Incremental Term Loan;
(h) the conditions to the making of a Credit Extension under Loan set forth in Section 5.02 5.2 shall be satisfied; and;
(ivi) an Incremental Term Loan may take the Borrower shall have delivered form of a certificate delayed draw term loan, subject to delayed draw conditions to be mutually agreed by the Borrowers and the Lenders providing such Incremental Term Loan;
(j) concurrently with the establishment of any Incremental Term Loan, the Administrative Agent demonstrating that, shall have received a certificate of a Responsible Officer of each Borrower certifying that (i) such Incremental Term Loan has been incurred in compliance with this Credit Agreement and (ii) after giving effect to the establishment of such Incremental Term Loan on a Pro Forma Basis to the borrowings to be made pursuant to (and if such Incremental Term Loan Facilityis a delayed draw term loan, as of assuming that the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to commitments under such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05Incremental Term Loan are fully drawn), the Borrower would Borrowers shall be in compliance with (A) all Material Indebtedness and its related documentation and (B) the financial covenants set forth in Section 8.107.11;
(k) the Borrowers shall pay any applicable upfront and/or arrangement fees; and
(l) the Borrowers shall obtain commitments for the amount of the Incremental Term Loan pursuant to this Section 2.6 from existing Lenders (provided that no existing Lender shall have any obligation to provide any portion of any such Incremental Term Loan) or other commercial banks, financial institutions or institutional investors that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent (and with respect to any increase in the Revolving Commitments, the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders through joinder agreements or other arrangements reasonably acceptable to the Administrative Agent. In connection with the establishment of Incremental Term Loans pursuant to this Section 2.6, the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders providing such Incremental Term Loans in connection therewith. Notwithstanding anything to the contrary in this Credit Agreement, this Credit Agreement and the other Credit Documents may be amended with the written consent of the Credit Parties and the Administrative Agent for the purpose of including and establishing an Incremental Term Loan permitted hereunder. In connection with the establishment of any Incremental Loan FacilityTerm Loan, (A) neither none of the Joint Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Term Loan Facility, (B) any Incremental Loan Facility without its prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Term Loan Facilitywithout its prior written approval, (C) Schedule 2.1 will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Term Loan and (D) the Administrative Agent shall reasonably determine whether a term loan constitutes a pro rata term loan (also known as a term loan a) or a term loan b (also known as an institutional term loan).
Appears in 2 contracts
Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)
Incremental Loan Facilities. Any At any time on or after the Funding Closing Date, the Borrower Borrowers may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower with Lenders or other lenders who shall become Lenders (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) Committed Amount or establishing other revolving credit commitments (the “Incremental Revolving CommitmentsLoan Facility”), increasing the amount of the Term Loan A (the “Incremental Term Loan A”), increasing the amount of the Term Loan B (the “Incremental Term Loan B”), or establishing a new term loan or loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)herein; provided that, with respect to the establishment of any such Incremental Loan Facility:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will hereunder shall not exceed the greater of (A) THREE HUNDRED MILLION DOLLARS ($125.0 million300,000,000) or (B) up to a Consolidated Net Secured Leverage Ratio of 2.5:1.0;
(ii) (A) no Default or Event of Default shall have occurred and be continuing exist immediately before or shall result immediately after giving effect to any such thereto, (B) AWI shall be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan FacilityFacility is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (D) AWI shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove;
(iii) AWI will provide (A) a compliance certificate from a Responsible Officer confirming satisfaction of the foregoing conditions to in clause (ii) above and demonstrating compliance with the making of a Credit Extension under Section 5.02 shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, financial covenants hereunder after giving effect to such Incremental Loan Facility on a Pro Forma Basis to (assuming for purposes hereof, that the borrowings to be made pursuant to amount of such Incremental Loan FacilityFacility is fully drawn and funded), and (B) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(v) upfront and/or arrangement fees, if any, in respect of the last day new commitments or loans so established, shall be paid; and
(vi) to the extent necessary in the reasonable judgment of the most recently ended fiscal quarter at Administrative Agent, amendments to each of the end of which financial statements were required to Collateral Documents, if any, and related documents or agreements shall have been delivered pursuant made, in each case in a manner reasonably satisfactory to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Administrative Agent. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C1) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares or percentages after giving effect to establishment of such Incremental Loan Facility.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)
Incremental Loan Facilities. Any At any time on or after the Funding Amendment No. 2 Effective Date, the Borrower Borrowers may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (aggregate commitments under the “Incremental Revolving Commitments”)existing revolving credit facilities, increasing the amount of existing term loans or establishing new revolving credit and term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)loan facilities; provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 2 Effective Date will not exceed an amount equal to $125.0 million1,000 million in loans and commitments in U.S. dollars and €1,000 million in loans and commitments in Euro;
(ii) no Default or Event of Default shall have occurred and be continuing exist immediately before or shall result immediately after giving effect thereto (assuming, for purposes of any increase in the aggregate commitments under the existing revolving credit facilities, that such incremental revolving commitments are fully drawn) and the conditions to any such Incremental Loan Facilitythe making of Credit Extensions under Section 5.02 have been satisfied;
(iii) the conditions lenders providing commitments for the Incremental Loan Facilities must be Eligible Assignees and otherwise reasonably acceptable to the making Administrative Agent and will provide lender joinder agreements or other agreements reasonably satisfactory to the Administrative Agent giving effect to the Incremental Loan Facilities;
(iv) if loans are outstanding under a respective credit facility at the time of a Credit Extension any such increase, the Borrowers will make such payments and adjustments on the subject Loans (including payment of any break-funding amounts owing under Section 5.02 shall 3.05) as may be satisfiednecessary and appropriate to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrowers, manage the allocation of the revised Commitment Percentages to the existing Fixed LIBOR Rate Loans in such a manner as to minimize the amounts so payable by the Borrowers;
(v) in the case of an increase in a term loan amount after the first principal amortization payment date, adjustments will be made to the schedule of amortization payments provided therefor, as appropriate, to give effect thereto such that the interest of Lenders in such principal amortization payments will not be less than would have been received if the Incremental Loan Facilities had not been established;
(vi) the Borrowers will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing commitments for the Incremental Loan Facilities; and
(ivvii) payment by the Borrower shall have delivered a certificate to Borrowers of upfront fees, arrangement fees and other fees, if any, payable in respect of the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Facilities. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders Lenders, nor any of the Arrangers, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval, (B) Schedule 2.01 hereto will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility, and (C) notwithstanding anything to the contrary contained herein, a Lender may, upon the establishment of an Incremental Loan Facility in connection with a refinancing, extension, loan modification or other similar transaction permitted hereunder, exchange, continue or rollover all or a portion of its Loans in connection therewith, pursuant to a cashless settlement mechanism acceptable to FME, the Administrative Agent and such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Fresenius Medical Care AG & Co. KGaA), Amendment No. 2 (Fresenius Medical Care AG & Co. KGaA)
Incremental Loan Facilities. Any At any time on or after the Funding Closing Date, the Borrower may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower with Lenders or other lenders who shall become Lenders (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) Committed Amount (the “Incremental Revolving CommitmentsLoan Facility”), increasing the amount of the Term Loan A (the “Incremental Term Loan A”), or establishing a new term loan or loans hereunder as provided in Section 2.01(h) (herein; provided, however, that, with respect to the “establishment of any such Incremental Term Loans”); provided thatLoan Facility:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will hereunder shall not exceed the lesser of (A) ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS ($125.0 million125,000,000) and (B) the amount that would cause the Consolidated Net Leverage Ratio to be equal to 3.00:1.0 as determined on a Pro Forma Basis on the date of establishment of such Incremental Loan Facility (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded);
(ii) (A) no Default or Event of Default shall have occurred and be continuing exist immediately before or shall result immediately after giving effect to any such thereto, (B) the Borrower shall be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan FacilityFacility is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date and (D) the Borrower shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove;
(iii) the Borrower will provide (A) a compliance certificate from a Responsible Officer confirming satisfaction of the foregoing conditions to in clause (ii) above and demonstrating compliance with the making of a Credit Extension under Section 5.02 shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, financial covenants hereunder after giving effect to such Incremental Loan Facility on a Pro Forma Basis to (assuming for purposes hereof, that the borrowings to be made pursuant to amount of such Incremental Loan FacilityFacility is fully drawn and funded) and (B) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement;
(v) upfront and/or arrangement fees, if any, in respect of the last day new commitments or loans so established, shall be paid; and
(vi) to the extent necessary in the reasonable judgment of the most recently ended fiscal quarter at Administrative Agent, amendments to each of the end of which financial statements were required to Collateral Documents, if any, and related documents or agreements shall have been delivered pursuant made, in each case in a manner reasonably satisfactory to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Administrative Agent. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C1) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares or percentages after giving effect to establishment of such Incremental Loan Facility.
Appears in 2 contracts
Samples: Credit Agreement (Kraton Performance Polymers, Inc.), Credit Agreement (Kraton Polymers LLC)
Incremental Loan Facilities. Any time after the Funding Closing Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(f) (the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h2.01(g) (the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will not exceed $125.0 200.0 million;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfiedsatisfied on and as of the effective date of such Incremental Loan Facility; provided that for purposes of this clause (iii), all references in Section 5.02 to a “Credit Extension” shall be deemed to refer to the incurrence of the then requested Incremental Loan Facility; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility (assuming for this purpose the borrowing of the entire principal amount of such Incremental Loan Facility), as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05March 31, 2012), the Borrower would be is in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility. Each Incremental Loan Facility will be part of the Facilities hereunder and shall constitute Obligations guaranteed by the Guarantors and secured by the Collateral, in each case on a pari passu basis with the other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Interval Leisure Group, Inc.), Credit Agreement (Interval Leisure Group, Inc.)
Incremental Loan Facilities. Any (a) At any time after prior to the Funding Revolving Maturity Date, the any Borrower may, upon may by written notice to the Administrative AgentAgent elect to (i) request one or more term loans (each an “Incremental Term Loan” and, establish additional collectively, the “Incremental Term Loans”) and/or (ii) increase the incremental revolving credit facilities of commitments (each such increase, an “Incremental Revolving Commitment” and, together with the Borrower (Incremental Term Loans, each an “Incremental Loan Facility” and collectively, the “Incremental Loan Facilities”) by increasing the Aggregate to make incremental revolving credit loans (any such incremental revolving credit loan, an “Incremental Revolving Commitments hereunder as provided in Section 2.01(g) (Credit Loan” and, collectively, the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Credit Loans”); provided that (1) the total aggregate amount for all such Incremental Loan Facilities shall not (as of the date of incurrence thereof) exceed $600,000,000 and (2) the total aggregate amount for each Incremental Loan Facility shall not be less than $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that any Incremental Loan Facility shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to Administrative Agent. The applicable Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, each Issuing Lender (in the case of an Incremental Revolving Commitment) and each Swingline Lender (in the case of an Incremental Revolving Commitment), to provide an Incremental Loan Facility (any such Person, an “Incremental Lender”). Any Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Facility may elect or decline, in its sole discretion, to provide such Incremental Loan Facility. Any Incremental Loan Facility shall become effective as of such Increased Amount Date; provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will not exceed $125.0 million;
(iiA) no Default or Event of Default shall have occurred and be continuing exist on such Increased Amount Date before or shall result after giving effect to any such Incremental Loan Facility;
(iiiB) each Incremental Revolving Credit Loan shall be a “Revolving Credit Loan” for all purposes hereof and shall be subject to the same terms and conditions as the Revolving Credit Loans and shall be guaranteed with the other Extensions of Credit on a pari passu basis;
(C) the conditions maturity date of any Incremental Term Loan shall be no earlier than the Revolving Maturity Date;
(D) the Incremental Term Loans shall be subject to the making of a same terms and conditions as the Revolving Credit Extension under Section 5.02 Loans, as and to the extent applicable; provided that the interest rate margins and other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be satisfieddetermined by the U.S. Borrower and the Incremental Lenders thereunder;
(E) each Incremental Term Loan shall rank pari passu in right of payment with the Revolving Credit Loans;
(F) each Incremental Term Loan shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the applicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and the applicable Incremental Lenders (which agreement or agreements may, without the consent of any other Lenders and as further provided in the final paragraph of Section 11.2, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 4.14);
(G) such Incremental Revolving Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the applicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and the applicable Incremental Lenders (which agreement or agreements may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 4.14); and
(ivH) the applicable Borrower shall have deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a certificate resolution duly adopted by the board of directors (or equivalent governing body) of the applicable Borrower authorizing such Incremental Loan Facility (for the avoidance of doubt, resolutions duly adopted by the board of directors (or equivalent governing body) of the applicable Borrower delivered pursuant to Section 5.1(b)(ii) which authorize such Incremental Loan Facility shall be sufficient so long as such resolutions are certified as of the applicable Increased Amount Date as remaining in full force and effect) reasonably requested by the Administrative Agent demonstrating thatin connection with any such transaction.
(b) The outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (including the Incremental Lenders providing such Revolving Credit Loans) in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Loans) agree to make all payments and adjustments necessary to effect such reallocation and the U.S. Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment).
(c) On any Increased Amount Date on which any Incremental Loan Facility becomes effective, after giving effect on each Incremental Lender with an Incremental Loan Facility shall become a Pro Forma Basis to the borrowings to be made pursuant Lender hereunder with respect to such Incremental Loan Facility, as of .
(d) This Section 4.14 shall supersede any provisions in Section 11.2 or 11.9 to the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facilitycontrary.
Appears in 2 contracts
Samples: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Incremental Loan Facilities. Any time after the Funding Amendment No. 68 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term B-4 Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term B-4 Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 68 Effective Date will not exceed an amount equal to the sum of (x) $125.0 million985.0(I) during the Restricted Period, $425.0 million and (II) following the end of the Restricted Period, $855.0 million (the applicable amount in this Section 2.01(f)(i)(x)(I) or Section 2.01(f)(i)(x)(II), the “Incremental Base Amount”) minus the sum of (A) the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i) and (B) the aggregate amount of the 2020-1 Incremental Revolving CommitmentsLoan Facilities previously established pursuant to this clause (x), plus (y) the aggregate principal amount of voluntary prepayments of the Term B-4 Loans and Delayed Draw Term A Loans pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness andplus (z) theexcept during the Restricted Period, additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.75 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount, that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x) (except that this proviso shall not apply to the establishment of the 2020-1 Incremental Revolving Commitments, as to which clause (i)(x)(B) shall apply);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan FacilityFacility (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist);
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower and shall be guaranteed only by Loan Parties; provided that for the avoidance of doubt (A) the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit and (B) the 2020-1 Incremental Revolving Commitments and the 2020-1 Incremental Revolving Loans shall be borrowed and guaranteed by the Parent Borrower and all of the Domestic Guarantors (or any other Borrowers or Guarantors that from time to time borrow or guarantee, as the case may be, the Original Revolving Loans). In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Amendment No. 36 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term B-4 Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term B-4 Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 36 Effective Date will not exceed an amount equal to the sum of (x) $125.0 million625.0985.0 million (the “Incremental Base Amount”) minus the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i), plus (y) the aggregate principal amount of voluntary prepayments of the Term B-34 Loans and Delayed Draw Term A Loans pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness and (z) the additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.253.75 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;Facility (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist).
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower; provided that, for the avoidance of doubt, the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Term Loan Termination Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing increase the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(f) (such increased Revolving Commitments, the “Incremental Revolving Commitments”), or establishing establish new term loans hereunder as provided in Section 2.01(h2.01(g) (such new term loans, the “Incremental Term Loans” and, collectively with the Incremental Revolving Commitments, the “Incremental Loan Facilities”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Term Loan Termination Date will not exceed Five Hundred Million Dollars ($125.0 million500,000,000);
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility; provided that in the case of any Incremental Loan Facility the proceeds of which are to be used to finance a Permitted Acquisition subject to customary “funds certain provisions”, to the extent agreed by the lenders providing such Incremental Loan Facility, such “no default” condition to the funding of such Incremental Loan Facility shall be limited to (1) at the time of the execution and delivery of the purchase agreement related to such Permitted Acquisition, no Event of Default shall have occurred and be continuing or shall occur as a result thereof and (2) upon the effectiveness of any Incremental Loan Facility and the making of any Loan thereunder on the date of such Incremental Loan Facility, no Event of Default under Section 9.01(a) or (f) shall have occurred and be continuing or shall occur as a result thereof;
(iii) the conditions to the making of a Credit Extension under Section 5.02 5.03 (other than Section 5.03(b) which is addressed in clause (ii) above) shall be satisfiedsatisfied on and as of the effective date of such Incremental Loan Facility; provided that for purposes of this clause (iii) all references in Section 5.03 to a “Credit Extension” shall be deemed to refer to the incurrence of the then requested Incremental Loan Facility; provided further that in the case of any Incremental Loan Facility the proceeds of which are to be used to finance a Permitted Acquisition subject to customary “funds certain provisions”, to the extent agreed by the lenders providing such Incremental Loan Facility, the representations and warranties the accuracy of which are a condition to the funding of such Incremental Loan Facility shall be limited to those representations as may be agreed by the lenders providing such Incremental Increase; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility (assuming for this purpose the borrowing of the entire principal amount of such Incremental Loan Facility), as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05September 30, 2014), the Borrower would be is in compliance with Section 8.10; provided that in the case of any Incremental Loan Facility the proceeds of which are to be used to finance a Permitted Acquisition subject to customary “funds certain provisions”, to the extent agreed by the lenders providing such Incremental Loan Facility, there shall be no condition related to the financial covenants contained in Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility. Each Incremental Loan Facility will be part of the credit facilities hereunder and shall constitute Obligations guaranteed by the Guarantors and, except during a Collateral Release Period, secured by the Collateral, in each case on a pari passu basis with the other Obligations.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Incremental Loan Facilities. Any At any time on or after the Funding Closing Date, the Borrower Borrowers may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (aggregate commitments under the “Incremental Revolving Commitments”)existing revolving credit facilities, increasing the amount of existing term loans or establishing new revolving credit and term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)loan facilities; provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will not exceed $125.0 million600 million (or the Dollar Equivalent thereof);
(ii) no Default or Event of Default shall have occurred and be continuing exist immediately before or shall result immediately after giving effect thereto (assuming that all commitments are fully drawn) and the conditions to any such Incremental Loan Facilitythe making of Credit Extensions under Section 5.02 have been satisfied;
(iii) the conditions lenders providing commitments for the Incremental Loan Facilities must be Eligible Assignees and otherwise reasonably acceptable to the making Administrative Agent and will provide lender joinder agreements or other agreements reasonably satisfactory to the Administrative Agent giving effect to the Incremental Loan Facilities;
(iv) if loans are outstanding under a respective credit facility at the time of a Credit Extension any such increase, the Borrowers will make such payments and adjustments on the subject Loans (including payment of any break-funding amounts owing under Section 5.02 3.05) as may be necessary and appropriate to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrowers, manage the allocation of the revised Commitment Percentages to the existing Fixed LIBOR Rate Loans in such a manner as to minimize the amounts so payable by the Borrowers;
(v) in the case of an increase in a term loan amount after the first principal amortization payment date, adjustments will be made to the schedule of amortization payments provided therefor, as appropriate, to give effect thereto such that the interest of Lenders in such principal amortization payments will not be less than would have been received if the Incremental Loan Facilities had not been established;
(vi) the Borrowers will provide (A) a compliance certificate from a Responsible Officer confirming that no Default or Event of Default shall exist immediately before or after giving effect to the establishment of the Incremental Loan Facilities and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Loan Facilities, assuming in each case, that all commitments, including the existing Commitments and those being established, are fully drawn, (B) confirmation that the Incremental Loan Facilities constitute “Senior Indebtedness” under any Subordinated Debt and (C) supporting resolutions, legal opinions, promissory notes and other items as may be satisfiedreasonably required by the Administrative Agent and the Lenders providing commitments for the Incremental Loan Facilities;
(vii) payment by the Borrowers of upfront fees, arrangement fees and other fees, if any, payable in respect of the Incremental Loan Facilities; and
(ivviii) to the Borrower shall have delivered extent reasonably necessary in the judgment of the Administrative Agent, amendments to each foreign Pledge Agreement and the Parallel Debt Agreement and/or delivery of any substantially similar agreement that creates an obligation of the Credit Parties (as debt acknowledgment or abstraktes Schuldanerkenntnis), in each case in a certificate manner satisfactory to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Agent. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders Lenders, nor any of the Arrangers, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval and (B) Schedule 2.01 hereto will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Samples: Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Incremental Loan Facilities. Any Subject to the terms and conditions set forth herein, the Borrowers may at any time after the Funding Effective Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) an aggregate amount of up to $100,000,000 or establishing one or more incremental term loans in an aggregate principal amount of up to $200,000,000 (the each such term loan, an “Incremental Revolving CommitmentsTerm Loan”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)some combination thereof; provided that:
(ia) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will pursuant to this Section 2.6 shall not exceed Two Hundred Fifty Million Dollars ($125.0 million250,000,000);
(iib) no Default or Event of Default shall have occurred exist and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(iiic) any such increase shall be in a minimum aggregate principal amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less);
(d) with respect to any Incremental Term Loan established pursuant to this Section 2.6, (i) the maturity date of such Incremental Term Loan shall be coterminous with or later than the Termination Date and the maturity date of any then existing Incremental Term Loan and (ii) the weighted average life to maturity of such Incremental Term Loan shall not be shorter than the weighted average life to maturity of the Delayed Draw Term Loan and any then existing Incremental Term Loan;
(e) the conditions to the making of a Credit Extension under Loan set forth in Section 5.02 5.2 shall be satisfied;
(f) the Administrative Agent shall have received legal opinions, authorizing resolutions and such other documents reasonably requested by the Administrative Agent;
(g) after giving effect to any increase in the Revolving Commitments pursuant to this Section 2.6 (and assuming that all revolving commitments are fully drawn) and/or the establishment of any Incremental Term Loan on a Pro Forma Basis, the Borrowers shall be in compliance with (i) the 2011 Senior Notes, any Additional Senior Debt, any Additional Subordinated Debt and any other senior unsecured notes or senior subordinated notes and their related indentures and (ii) the financial covenants set forth in Section 7.11;
(h) the Borrowers shall pay any applicable upfront and/or arrangement fees; and
(ivi) the Borrower proceeds of any Incremental Loan Facilities shall be subject to the provisions of Section 7.9.
(j) the Borrowers shall obtain commitments for the amount of the increase in the Revolving Commitment or for any Incremental Term Loan pursuant to this Section 2.6 from existing Lenders (provided that no existing Lender shall have delivered a certificate any obligation to increase its Revolving Commitments hereunder or provide any portion of any such Incremental Term Loan) or other commercial banks or financial institutions that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent demonstrating that(and with respect to any increase in the Revolving Commitments, after giving effect on a Pro Forma Basis the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders by joinder agreement or other arrangement reasonably acceptable to the borrowings to be made Administrative Agent. In connection with any such increase in the Revolving Commitments or the establishment of Incremental Term Loan Commitments pursuant to such this Section 2.6, Schedule 2.1 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the new Lenders (including the existing Lenders that are increasing their commitments) in connection therewith. This Credit Agreement and the other Credit Documents may be amended with the written consent of the Credit Parties and the Administrative Agent for the purpose of including and establishing an Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Facility permitted hereunder. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Joint Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility without its prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without its prior written approval and (C) Schedule 2.1 will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any At any time on or after the Funding ClosingSecond Amendment Effective Date, the Borrower may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower with Lenders or other lenders who shall become Lenders (collectivelycollectivelyeach, the thean “Incremental Loan FacilitiesFacilitiesFacility”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) Committed Amount or establishing other revolving credit commitments (the “Incremental Revolving CommitmentsLoan Facility”), increasing the amount of the Term Loan A (the “Loans or any then-existing Incremental Term Loan A”), increasingFacility (any such increase to the amount of the Term Loan B (the “A Loans or to the amount of any then-existing Incremental Term Loan BFacility, an “Incremental Add-on Term Loan Facility”, and any loan thereunder, an “Incremental Add-on Term Loan”), or establishing aone or more new tranches of term loan or loans hereunder as provided in Section 2.01(h) (the herein(each such tranche, an “Incremental Term LoansLoan Facility”, and any loan thereunder, an “Incremental Term Loan”); provided that, with respect to the establishment of any such Incremental Loan Facility:
(i) (A) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will Closing DateSecond Amendment Effective Date, plus (B) the aggregate principal amount of loans and commitments for all Incremental Equivalent Debt incurred after the Second Amendment Effective Date, shall not exceed the greater of (A) THREE HUNDRED MILLION DOLLARS ($125.0 million300,000,000) or (B) up to a Consolidated Net Secured Leverage Ratio of 2.5:1.0Available Incremental Amount;
(ii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, except that where the Incremental Loan Facility shall have been established to finance a Permitted Acquisition, no Default or Event of Default under clauses (a), (f) or (g) of Section 9.01 shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(iii) the conditions to representations and warranties of the making Borrower and each other Loan Party contained in Article VI and in each of a Credit Extension the other Loan Documentsor any other Loan Document, or which are contained in any document furnished at any time under Section 5.02 or in connection herewith or therewith, shall be satisfied; and
true and correct in all in material respects (ivor in all respects, if already qualified by materiality) on and as of the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such effective date of establishment of thesuch Incremental Loan Facility, as of except to the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to extent that: such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, representations and warranties (A) neither of where the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject have been established to finance a Permitted Acquisition, the Borrower shall affirm that all such conditionsrepresentations and warranties are true and correct, including fee arrangementsbut only the representa tions and warranties in Sections 6.01(a), as may be provided in connection therewith 6.02(a) and (C) none c), 6.03, 6.14, 6.16 and 6.18 must be true and correct for purposes of the Lenders shall have any obligation to provide commitments or initial loans for any Incremental Loan Facility.and extensions of credit thereunder; and
Appears in 1 contract
Incremental Loan Facilities. Any At any time on or after the Funding Closing Date, the Borrower may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower with Lenders or other lenders who shall become Lenders (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) Committed Amount or establishing other revolving credit commitments (the “Incremental Revolving CommitmentsLoan Facility”), increasing the amount of the Term Loan A (the “Incremental Term Loan A”), increasing the amount of the Term Loan B (the “Incremental Term Loan B”), or establishing a new term loan or loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)herein; provided that, with respect to the establishment of any such Incremental Loan Facility:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will shall not exceed the greater of (A) THREE HUNDRED MILLION DOLLARS ($125.0 million300,000,000) or (B) up to a Consolidated Net Secured Leverage Ratio of 2.5:1.0;
(ii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, except that where the Incremental Loan Facility shall have been established to finance a Permitted Acquisition, no Default or Event of Default under clauses (a), (f) or (g) of Section 9.01 shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(iii) the conditions representations and warranties contained in Article VI and in each of the other Loan Documents shall be true and correct in all in material respects on and as of the date of establishment of the Incremental Loan Facility, except that:
(A) where the Incremental Loan Facility shall have been established to finance a Permitted Acquisition, the Borrower shall affirm that all such representations and warranties are true and correct, but only the representations and warranties in Sections 6.01(a), 6.02(a) and (c), 6.03, 6.14, 6.16 and 6.18 must be true and correct for purposes of the initial loans and extensions of credit thereunder; and
(B) to the making of a Credit Extension under Section 5.02 extent such representations and warranties specifically refer to an earlier date, the representations and warranties shall be satisfied; andtrue and correct as of such earlier date;
(iv) the Borrower shall have delivered a certificate to demonstrate compliance with the Administrative Agent demonstrating that, financial covenants in Section 8.11 after giving effect thereto on a Pro Forma Basis to (excluding for purposes hereof the borrowings to be made pursuant to cash proceeds from any such Incremental Loan Facility, as Facility being established and assuming for purposes hereof that the entire amount of the last day Incremental Loan Facility is fully drawn and funded) and the sizing condition therefor in clause (i) hereinabove, and provide a compliance certificate from a Responsible Officer confirming satisfaction of such conditions, in form and detail reasonably satisfactory to the Administrative Agent, together with supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent;
(v) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(vi) upfront and/or arrangement fees, if any, in respect of the most recently ended fiscal quarter at new commitments or loans so established, shall be paid; and
(vii) to the end extent necessary in the reasonable judgment of which financial statements were required the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been delivered pursuant made, in each case in a manner reasonably satisfactory to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Administrative Agent. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C1) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares or percentages after giving effect to the establishment of such Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Closing Date, the any Borrower or Borrowers may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(d) (the “Incremental Revolving CommitmentsLoans”), or establishing new term loans increasing the Tranche A Term Loan hereunder as provided in Section 2.01(h2.01(e) (the “Incremental Tranche A Term LoansLoan”), increasing the Tranche B Term Loan hereunder as provided in Section 2.01(f) (the “Incremental Tranche B Term Loan”) or establishment of a new term loan hereunder (the “Tranche C Term Loan”) or other incremental term loan as provided in Section 2.01(g), or some combination thereof; provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will not exceed $125.0 million500 million or the Dollar Equivalent thereof on the date on which the amount of each such facility is fixed;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the making of any Loans under the Incremental Loan Facilities shall be subject to the satisfaction of the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and5.02;
(iv) the requesting Borrower or Borrowers will provide (A) a compliance certificate from a Responsible Officer confirming that no Default or Event of Default shall have delivered exist immediately after giving effect to the establishment and funding of the Incremental Loan Facilities and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Loan Facilities (assuming that the Revolving Loans and the Incremental Loan Facilities are fully drawn and funded), (B) confirmation that the Incremental Loan Facilities constitute “Senior Indebtedness” in respect of the Trust Preferred Subdebt and (C) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing commitments for the Incremental Loan Facilities; and
(v) to the extent reasonably necessary in the judgment of the Administrative Agent, amendments to each foreign Pledge Agreement and the Parallel Debt Agreement and/or delivery of any substantially similar agreement that creates an obligation of the Credit Parties (as debt acknowledgment or abstraktes Schuldanerkenntnis), in each case in a certificate manner satisfactory to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. Agent; In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders Lenders, including Bank of America and DBSI, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval and (B) Schedule 2.01 will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Incremental Loan Facilities. Any time after the Funding Amendment No. 1 Effectiveness Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments Commitments, increasing existing Term Loans hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”)or establishing or increasing new incremental term loans, or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)some combination thereof; provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 1 Effectiveness Date will not exceed $125.0 million1.0 billion;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing commitments for the Incremental Loan Facilities;
(v) to the extent reasonably requested by the Administrative Agent, amendments to the Collateral Documents, if any, and related documents and agreements, in each case in a certificate manner reasonably satisfactory to the Administrative Agent demonstrating thatAgent; and
(vi) the parties acknowledge that pricing for any Incremental Loan Facilities that are term loans established after the Amendment No. 1 Effectiveness Date may be higher than pricing currently applicable to the Tranche B Term Loan and the Tranche C Term Loan; provided, that if the all-in-yield, after giving effect on to any offering of such incremental term loan at a Pro Forma Basis discount from par or any fees paid to the borrowings lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) by more than twenty-five basis points (0.25%) with respect to either the Tranche B Term Loan or the Tranche C Term Loan, then the Applicable Percentage and/or fees payable by the Borrower with respect to the Tranche B Term Loan and the Tranche C Term Loan shall be increased to the extent necessary to cause the all-in-yield with respect thereto to be made pursuant no more than twenty-five basis points (0.25%) with respect to either of the Tranche B Term Loan or the Tranche C Term Loan less than, in each case, the all-in-yield with respect to such Incremental Loan Facilityincremental term loan (with the amount and manner of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the last day date of effectiveness of the most recently ended fiscal quarter at applicable Incremental Loan Facility). This Credit Agreement and the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as other Credit Documents may be amended with the written consent of the last day Credit Parties and the Administrative Agent for the purpose of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10including and establishing an Incremental Loan Facility permitted hereunder. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder BAS nor any co-arranger, if any, hereunder, shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility without their prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval and (C) Schedule 2.01 will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any At any time on or after the Funding Closing Date, the Borrower may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Credit Facilities”) by increasing the Aggregate Revolving Commitments Committed Amount, the amount of the Tranche A Term Loan or the amount of the Tranche B Term Loan hereunder as provided in Section 2.01(e), establishing the Tranche A Term Loan as provided in Section 2.01(f) (the “Tranche A Term Loan”) or establishing the Tranche B Term Loan as provided in Section 2.01(g) (the “Incremental Revolving CommitmentsTranche B Term Loan”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)some combination thereof; provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will not exceed $125.0 million;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such the Incremental Loan Credit Facility;
(ii) the conditions to all Credit Extensions in Section 5.02 shall have been satisfied;
(iii) the conditions Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the making establishment of a the Incremental Credit Extension under Section 5.02 shall Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be satisfiedreasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; and
(iv) to the Borrower extent reasonably necessary in the judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have delivered been made, in each case in a certificate manner satisfactory to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Agent. In connection with the establishment of any Incremental Loan Credit Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Loan Credit Facility without their prior written approval, and (B) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and Pro Rata Shares after giving effect to establishment of any Incremental Credit Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Amendment No. 6 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term B-4 Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term B-4 Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 6 Effective Date will not exceed an amount equal to the sum of (x) $125.0 million985.0 million (the “Incremental Base Amount”) minus the sum of (A) the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i) and (B) the aggregate amount of the 2020-1 Incremental Revolving Commitments, plus (y) the aggregate principal amount of voluntary prepayments of the Term B-4 Loans and Delayed Draw Term A Loans pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness and (z) the additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.75 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x) (except that this proviso shall not apply to the establishment of the 2020-1 Incremental Revolving Commitments, as to which clause (i)(x)(B) shall apply);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan FacilityFacility (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist).;
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower and shall be guaranteed only by Loan Parties; provided that, for the avoidance of doubt, (A) the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit. and (B) the 2020-1 Incremental Revolving Commitments and the 2020-1 Incremental Revolving Loans shall be borrowed and guaranteed by the Parent Borrower and all of the Domestic Guarantors (or any other Borrowers or Guarantors that from time to time borrow or guarantee, as the case may be, the Original Revolving Loans). In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Amendment No. 8 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving -58- Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term B-4 Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term B-4 Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 8 Effective Date will not exceed an amount equal to the sum of (x)(I) during the Restricted Period, $125.0 million425.0 million and (II) following the end of the Restricted Period, $855.0 million (the applicable amount in this Section 2.01(f)(i)(x)(I) or Section 2.01(f)(i)(x)(II), the “Incremental Base Amount”) minus the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i) and Incremental Loan Facilities previously established pursuant to this clause (x), plus (y) the aggregate principal amount of voluntary prepayments of the Term B-4 Loans and Delayed Draw Term A Loans pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness plus (z) except during the Restricted Period, additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.75 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount, that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan FacilityFacility (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist);
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower and shall be guaranteed only by Loan Parties; provided that for the avoidance of doubt (A) the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit and (B) the 2020-1 Incremental Revolving Commitments and the 2020-1 Incremental Revolving Loans shall be borrowed and guaranteed by the Parent Borrower and all of the Domestic Guarantors (or any other Borrowers or Guarantors that from time to time borrow or guarantee, as the case may be, the Original Revolving Loans). In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any Subject to the terms and conditions set forth herein, the Borrowers may at any time after the Funding Closing Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”)or establishing a term loan, or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)some combination thereof; provided that:
(ia) the aggregate principal amount of loans the Revolving Commitments and commitments for all the Incremental Loan Facilities established after the Funding Date will Term Loans shall not exceed One Hundred Fifty Million Dollars ($125.0 million150,000,000);
(iib) no Default or Event of Default shall have occurred exist and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(iiic) any such increase shall be in a minimum aggregate principal amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less);
(d) with respect to any Term Loan, the average life to maturity shall be coterminus with or later than the Termination Date;
(e) the conditions to the making of a Credit Extension under Loan set forth in Section 5.02 5.2 shall be satisfied;
(f) the Borrowers shall pay any applicable upfront and/or arrangement fees;
(g) the Borrowers shall obtain commitments for the amount of the increase in the Revolving Commitment or for the new Term Loan from existing Lenders (provided that no existing Lender shall have any obligation to increase its Revolving Commitments hereunder or provide the Term Loan) or other commercial banks or financial institutions that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent (and with respect to any increase in the Revolving Commitments, the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders by joinder agreement or other arrangement reasonably acceptable to the Administrative Agent. In connection with any such increase in the Revolving Commitments or for new Term Loan Commitments, Schedule 2.1(a) shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the new Lenders (including the existing Lenders that are increasing their commitments) in connection therewith; and
(ivh) the Borrower shall have delivered parties acknowledge that pricing for any Incremental Loan Facility that is a certificate term loan established after the Closing Date may be higher than pricing currently applicable to the Administrative Agent demonstrating thatRevolving Loans or to any previously established Term Loan, as applicable; provided, that if the all-in-yield, after giving effect on to any offering of such incremental term loan at a Pro Forma Basis discount from par or any fees paid to the borrowings lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) by more than fifty basis points (0.50%) with respect to either the Revolving Loans on any prior Term Loan, as applicable, then the Applicable Percentage and/or fees payable by the Borrowers with respect to the Revolving Loans and any prior Term Loan, as applicable, shall be increased to the extent necessary to cause the all-in-yield with respect thereto to be made pursuant no more than fifty basis points (0.50%) with respect to either of the Revolving Loan or any prior Term Loan, as applicable, less than, in each case, the all-in-yield with respect to such Incremental Loan Facilityincremental term loan (with the amount and manner of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the last day date of effectiveness of the most recently ended fiscal quarter at applicable Incremental Loan Facility). This Credit Agreement and the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as other Credit Documents may be amended with the written consent of the last day Credit Parties and the Administrative Agent for the purpose of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10including and establishing an Incremental Loan Facility permitted hereunder. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Joint Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility without its prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without its prior written approval and (C) Schedule 2.1(a) will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Samples: Credit Agreement (Inex Corp)
Incremental Loan Facilities. Any Subject to the terms and conditions set forth herein, the Borrowers may at any time after the Funding Closing Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) or establishing a term loan (the an “Incremental Revolving CommitmentsTerm Loan”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)some combination thereof; provided that:
(ia) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will shall not exceed Fifty Million Dollars ($125.0 million50,000,000);
(iib) no Default or Event of Default shall have occurred exist and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(iiic) any such increase shall be in a minimum aggregate principal amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less);
(d) with respect to any Incremental Term Loan established pursuant to this Section 2.6, the average life to maturity shall be coterminous with or later than the Termination Date;
(e) the conditions to the making of a Credit Extension under Loan set forth in Section 5.02 5.2 shall be satisfied;
(f) after giving effect to any increase in the Revolving Commitments pursuant to this Section 2.6 (and assuming that all revolving commitments are fully drawn) and/or the establishment of any Incremental Term Loan, the Borrowers shall be in compliance with 2009 Senior Notes, any Additional Senior Debt, any Additional Subordinated Debt and any other senior unsecured notes or senior subordinated notes and their related indentures;
(g) the Borrowers shall pay any applicable upfront and/or arrangement fees;
(h) the Borrowers shall obtain commitments for the amount of the increase in the Revolving Commitment or for any Incremental Term Loan pursuant to this Section 2.6 from existing Lenders (provided that no existing Lender shall have any obligation to increase its Revolving Commitments hereunder or provide any portion of any such Incremental Term Loan) or other commercial banks or financial institutions that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent (and with respect to any increase in the Revolving Commitments, the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders by joinder agreement or other arrangement reasonably acceptable to the Administrative Agent. In connection with any such increase in the Revolving Commitments or the establishment of Incremental Term Loan Commitments pursuant to this Section 2.6, Schedule 2.1(a) shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the new Lenders (including the existing Lenders that are increasing their commitments) in connection therewith; and
(ivi) the Borrower shall have delivered a certificate parties acknowledge that pricing for any Incremental Term Loan established after the Closing Date may be higher than pricing currently applicable to the Administrative Agent demonstrating thatRevolving Loans or to any previously established Term Loan, as applicable; provided, that if the all-in-yield, after giving effect on to any offering of such Incremental Term Loan at a Pro Forma Basis discount from par or any fees paid to the borrowings lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) by more than fifty basis points (0.50%) with respect to either the Revolving Loans on any prior Term Loan, as applicable, then the Applicable Percentage and/or fees payable by the Borrowers with respect to the Revolving Loans and any prior Term Loan, as applicable, shall be increased to the extent necessary to cause the all-in-yield with respect thereto to be made pursuant no more than fifty basis points (0.50%) with respect to either of the Revolving Loan or any prior Term Loan, as applicable, less than, in each case, the all-in-yield with respect to such Incremental Term Loan Facility(with the amount and manner of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the last day date of effectiveness of the most recently ended fiscal quarter at applicable Incremental Loan Facility). This Credit Agreement and the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as other Credit Documents may be amended with the written consent of the last day Credit Parties and the Administrative Agent for the purpose of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10including and establishing an Incremental Loan Facility permitted hereunder. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Joint Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility without its prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without its prior written approval and (C) Schedule 2.1(a) will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Samples: Credit Agreement (New Hampshire Motor Speedway, Inc.)
Incremental Loan Facilities. Any time after the Funding Amendment No. 3 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 3 Effective Date will not exceed an amount equal to the sum of (x) $125.0 million625.0 million (the “Incremental Base Amount”) minus the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i), plus (y) the aggregate principal amount of voluntary prepayments of the Term B-2 Loans (other than any conversion of Term B-2 Loans into Term B-3 Loans and any prepayment of Term B-2 Loans with the proceeds of Term B-3 Loans)3 Loans pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness and (z) the additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.25 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;Facility (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist).
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower; provided that, for the avoidance of doubt, the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Amendment No. 23 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 23 Effective Date will not exceed an amount equal to the greater of (x) $125.0 million450.0 million and (ysum of (x) $625.0 million (the “Incremental Base Amount”) minus the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i), plus (y) the aggregate principal amount of voluntary prepayments of the Term B-2 Loans pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness and (z) the additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisoprovisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.25 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;; (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist).
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower; provided that, for the avoidance of doubt, the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Term Loan Termination Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing increase the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(f) (such increased Revolving Commitments, the “Incremental Revolving Commitments”), or establishing establish new term loans hereunder as provided in Section 2.01(h2.01(g) (such new term loans, the “Incremental Term Loans” and, collectively with the Incremental Revolving Commitments, the “Incremental Loan Facilities”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Term Loan Termination Date will not exceed Two Hundred Fifty Million Dollars ($125.0 million250,000,000);
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the conditions to the making of a Credit Extension under Section 5.02 5.03 shall be satisfiedsatisfied on and as of the effective date of such Incremental Loan Facility; provided that for purposes of this clause (iii) all references in Section 5.03 to a “Credit Extension” shall be deemed to refer to the incurrence of the then requested Incremental Loan Facility; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility (assuming for this purpose the borrowing of the entire principal amount of such Incremental Loan Facility), as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05December 31, 2011), the Borrower would be is in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility. Each Incremental Loan Facility will be part of the credit facilities hereunder and shall constitute Obligations guaranteed by the Guarantors and, except during a Collateral Release Period, secured by the Collateral, in each case on a pari passu basis with the other Obligations.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Incremental Loan Facilities. Any time after the Funding Amendment No. 3 Effective Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), establishing one or more additional revolving credit facility tranches hereunder as provided in Section 2.01(g) (the “Incremental Revolving Facilities”) or establishing new term loans or increasing the aggregate principal amount of any existing Term Loans hereunder as provided in Section 2.01(h) (such new term loans or increased existing Term Loans, the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Amendment No. 3 Effective Date will not exceed an amount equal to the sum of (x) $125.0 million625.0 million (the “Incremental Base Amount”) minus the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(z)(i), plus (y) the aggregate principal amount of voluntary prepayments of the Term B-2 Loans (other than any conversion of Term B-2 Loans into Term B-3 Loans and any prepayment of Term B-2 Loans with the proceeds of Term B-3 Loans) pursuant to Section 2.06(a) and permanent reductions in the Revolving Commitments pursuant to Section 2.07 made prior to the date of such incurrence, in each case, other than from proceeds of long-term Indebtedness and (z) the additional amounts of Indebtedness that may be incurred at such time that would not cause the Senior Secured Leverage Ratio on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities (and the immediately following provisos)) as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements pursuant to either such Section, as of the last day of the most recent period referred to in the second sentence of Section 6.05) to exceed 3.25 to 1.00; provided further that, in each case, with respect to any Incremental Revolving Commitment or Incremental Revolving Facility, the maximum amount of Revolving Loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided further that the Borrowers shall be deemed to have utilized the amounts under clause (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Acquisition provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;Facility (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 9.01(a) or 9.01(f) as of the Transaction Agreement Date) shall exist).
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statementsstatements pursuant to either such Section, as of the last day of the most recent period referred to in the first second sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments and Incremental Revolving Facilities may be of the Parent Borrower and any other Borrower; provided that, for the avoidance of doubt, the use of such Incremental Revolving Commitments and Incremental Revolving Facilities shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(f) (the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h2.01(g) (the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will not exceed $125.0 75.0 million;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the conditions to the making of a Credit Extension under Section 5.02 5.03 shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Incremental Loan Facilities. Any At any time on or after the Funding Closing Date, the Borrower Borrowers may, upon on written notice to the Administrative Agent, establish additional credit facilities of the Borrower with Lenders or other lenders who shall become Lenders (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) Committed Amount or establishing other revolving credit commitments (the “Incremental Revolving CommitmentsLoan Facility”), increasing the amount of the Term Loan A (the “Incremental Term Loan A”), increasing the amount of the Term Loan B (the “Incremental Term Loan B”), or establishing a new term loan or loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)herein; provided that, with respect to the establishment of any such Incremental Loan Facility:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will shall not exceed the greater of (A) FOUR HUNDRED MILLION DOLLARS ($125.0 million400,000,000) or (B) up to a Consolidated Net Secured Leverage Ratio of 2.5:1.0;
(ii) (A) no Default or Event of Default shall have occurred and be continuing exist immediately before or shall result immediately after giving effect to any such thereto, (B) AWI shall be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan FacilityFacility is fully drawn and funded), (C) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (D) AWI shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove;
(iii) AWI will provide (A) a compliance certificate from a Responsible Officer confirming satisfaction of the foregoing conditions to in clause (ii) above and demonstrating compliance with the making of a Credit Extension under Section 5.02 shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, financial covenants hereunder after giving effect to such Incremental Loan Facility on a Pro Forma Basis to (assuming for purposes hereof, that the borrowings to be made pursuant to amount of such Incremental Loan FacilityFacility is fully drawn and funded), and (B) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent;
(iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;
(v) upfront and/or arrangement fees, if any, in respect of the last day new commitments or loans so established, shall be paid; and
(vi) to the extent necessary in the reasonable judgment of the most recently ended fiscal quarter at Administrative Agent, amendments to each of the end of which financial statements were required to Collateral Documents, if any, and related documents or agreements shall have been delivered pursuant made, in each case in a manner reasonably satisfactory to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Administrative Agent. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C1) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares or percentages after giving effect to the establishment of such Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Closing Date, the any Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will not exceed $125.0 300.0 million;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and;
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, (A) after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Parent Borrower would be in compliance with Section 8.108.10 and (B) to the extent all loans and commitments established under Incremental Loan Facilities prior thereto and such Incremental Loan Facility, taken together, would exceed $150.0 million, the Senior Secured Leverage Ratio on a Pro Forma Basis as of the end of the most recent fiscal quarter ended on or before the date such Incremental Loan Facility is established shall not be in excess of 2.50:1.00 (and the Parent Borrower shall deliver a certificate of a Responsible Officer of the Parent Borrower as to the satisfaction of the requirements of this clause (iv) and clauses (ii) and (iii) above);
(v) all Incremental Term Loans shall be borrowed by the Parent Borrower and guaranteed by the Domestic Guarantors; and
(vi) the Incremental Revolving Commitments may be of the Parent Borrower and any other Borrower; provided that, for the avoidance of doubt, the use of such Incremental Revolving Commitments shall be subject to the L/C Sublimit, the Swingline Sublimit, the Alternative Currency L/C Sublimit and the Alternative Currency Sublimit. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers or the Administrative Agent hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(f) (the “Incremental Revolving Commitments”), or establishing new term loans hereunder as provided in Section 2.01(h2.01(g) (the “Incremental Term Loans”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will not exceed $125.0 75.0 million;
(ii) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;
(iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither of the Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Closing Date, the Borrower may, upon written notice to the Administrative Agent, establish additional revolving credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(e) (the “Incremental Revolving Commitments”), ) or establishing new term loans one or more additional revolving credit facility tranches hereunder (including, for the avoidance of doubt, increasing any existing Incremental Revolving Facility) as provided in Section 2.01(h2.01(e) (the “Incremental Term LoansRevolving Facilities”; the Incremental Revolving Facilities and the Incremental Revolving Commitments are collectively referred to as the “Incremental Loan Facilities”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will not exceed an amount equal to the sum of (x) (A) 100% of Consolidated EBITDA for the most recently ended Measurement Period minus $125.0 million55.0 million (so long as such difference yields a positive number, and, otherwise, such amount shall be deemed zero) (the “Incremental Base Amount”), minus (B) the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(y)(i) after the Closing Date, plus (y) the aggregate principal amount of all permanent reductions in the Revolving Commitments pursuant to Section 2.07 and all voluntary prepayments of the 2025 Senior Secured Notes and any Incremental Equivalent Debt that is secured by the Collateral on a pari passu basis with the Obligations, in each case, made prior to the date of such incurrence other than from proceeds of long-term Indebtedness (the “Incremental Prepayment Amount”), minus the aggregate principal amount of Incremental Equivalent Debt incurred or established pursuant to Section 8.03(y)(ii), plus (z) additional amounts of Indebtedness that may be incurred at such time that would not cause the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities and the immediately following provisos) as of the last day of the most recently ended Measurement Period, to exceed 5.00:1.00; provided, further, that, in each case, with respect to any Incremental Loan Facility, the maximum amount of loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided, further, that the Borrower shall be deemed to have utilized the amounts under clauses (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Transaction provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;; and
(iii) the conditions to the making of a Credit Extension under Section 5.02 5.02(a) shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Lead Arrangers hereunder or the Administrative Agent shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any time after the Funding Closing Date, the Borrower may, upon written notice to the Administrative Agent, establish additional revolving credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g2.01(e) (the “Incremental Revolving Commitments”), ) or establishing new term loans one or more additional revolving credit facility tranches hereunder (including, for the avoidance of doubt, increasing any existing Incremental Revolving Facility) as provided in Section 2.01(h2.01(e) (the “Incremental Term LoansRevolving Facilities”; the Incremental Revolving Facilities and the Incremental Revolving Commitments are collectively referred to as the “Incremental Loan Facilities”); provided that:
(i) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Closing Date will not exceed an amount equal to the sum of (x) (A) an amount equal to (I) the greater of $125.0 million75.0 million and 100% of Consolidated EBITDA for the most recently ended Measurement Period minus (II) $55.0 million (the “Incremental Base Amount”), minus (B) the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(y)(i) after the Closing Date, plus (y) the aggregate principal amount of all permanent reductions in the Revolving Commitments pursuant to Section 2.07 and all voluntary prepayments of the 2027 Senior Secured Notes and the 2028 Senior Secured Notes and any Incremental Equivalent Debt that is secured by the Collateral on a pari passu basis with the Obligations, in each case, made prior to the date of such incurrence other than from proceeds of long-term Indebtedness (the “Incremental Prepayment Amount”), minus the aggregate principal amount of Incremental Equivalent Debt incurred or established pursuant to Section 8.03(y)(ii), plus (z) additional amounts of Indebtedness that may be incurred at such time that would not cause the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis (for the avoidance of doubt, after giving effect to such Incremental Loan Facilities and the immediately following provisos) as of the last day of the most recently ended Measurement Period, to exceed 5.00:1.00; provided, further, that, in each case, with respect to any Incremental Loan Facility, the maximum amount of loans available to be drawn thereunder is assumed to have been borrowed, but without giving effect to any incurrence under the Incremental Base Amount that is incurred substantially simultaneously with amounts under this clause (z); provided, further, that the Borrower shall be deemed to have utilized the amounts under clauses (y) and (z) prior to utilization of the amounts under clause (x);
(ii) subject to the Limited Condition Transaction provisions, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to any such Incremental Loan Facility;; and
(iii) the conditions to the making of a Credit Extension under Section 5.02 5.02(a) shall be satisfied; and
(iv) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving effect on a Pro Forma Basis to the borrowings to be made pursuant to such Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Lead Arrangers hereunder or the Administrative Agent shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and (C) none of the Lenders shall have any obligation to provide commitments or loans for any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any Subject to the terms and conditions set forth herein, the Borrowers may at any time after the Funding Closing Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) or establishing a term loan (the an “Incremental Revolving CommitmentsTerm Loan”), or establishing new term loans hereunder as provided in Section 2.01(h) (the “Incremental Term Loans”)some combination thereof; provided that:
(ia) the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Funding Date will shall not exceed One Hundred Million Dollars ($125.0 million100,000,000);
(iib) no Default or Event of Default shall have occurred exist and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(iiic) any such increase shall be in a minimum aggregate principal amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less);
(d) with respect to any Incremental Term Loan established pursuant to this Section 2.6, the average life to maturity shall be coterminous with or later than the Termination Date;
(e) the conditions to the making of a Credit Extension under Loan set forth in Section 5.02 5.2 shall be satisfied;
(f) after giving effect to any increase in the Revolving Commitments pursuant to this Section 2.6 (and assuming that all revolving commitments are fully drawn) and/or the establishment of any Incremental Term Loan, the Borrowers shall be in compliance with the 2009 Senior Notes, the 2011 Senior Notes, any Additional Senior Debt, any Additional Subordinated Debt and any other senior unsecured notes or senior subordinated notes and their related indentures;
(g) the Borrowers shall pay any applicable upfront and/or arrangement fees; and
(ivh) the Borrower Borrowers shall obtain commitments for the amount of the increase in the Revolving Commitment or for any Incremental Term Loan pursuant to this Section 2.6 from existing Lenders (provided that no existing Lender shall have delivered a certificate any obligation to increase its Revolving Commitments hereunder or provide any portion of any such Incremental Term Loan) or other commercial banks or financial institutions that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent demonstrating that(and with respect to any increase in the Revolving Commitments, after giving effect on a Pro Forma Basis the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders by joinder agreement or other arrangement reasonably acceptable to the borrowings to be made Administrative Agent. In connection with any such increase in the Revolving Commitments or the establishment of Incremental Term Loan Commitments pursuant to such this Section 2.6, Schedule 2.1(a) shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the new Lenders (including the existing Lenders that are increasing their commitments) in connection therewith. This Credit Agreement and the other Credit Documents may be amended with the written consent of the Credit Parties and the Administrative Agent for the purpose of including and establishing an Incremental Loan Facility, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10Facility permitted hereunder. In connection with the establishment of any Incremental Loan Facility, (A) neither none of the Joint Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Loan Facility, (B) any Incremental Loan Facility without its prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without its prior written approval and (C) Schedule 2.1(a) will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.
Appears in 1 contract
Incremental Loan Facilities. Any Subject to the terms and conditions set forth herein, the Borrowers may at any time after the Funding Effective Date, the Borrower may, upon written notice to the Administrative Agent, establish additional credit facilities of the Borrower (collectively, the “Incremental Loan Facilities”) by increasing the Aggregate Revolving Commitments hereunder as provided in Section 2.01(g) (the “Incremental Revolving Commitments”), one or establishing new more incremental term loans hereunder as provided in Section 2.01(h) (the each such term loan, an “Incremental Term LoansLoan”); provided that:
(ia) the aggregate principal amount of loans and commitments for all Incremental Term Loans established pursuant to this Section 2.6 plus the aggregate principal amount of all Incremental Loan Facilities established after the Funding Date will Equivalent Indebtedness incurred under Section 8.1(k) shall not exceed the sum of (i) Two Hundred Million Dollars ($125.0 million200,000,000) plus (ii) the amount of any voluntary prepayment of any Term Loan or, to the extent accompanied by a permanent reduction of the Revolving Commitments in connection therewith, any Revolving Loans, in each case, to the extent not financed with the proceeds of long-term non-revolving Indebtedness and limited, in the case of any repurchase or prepayment below par, to the actual cash expenditures in respect thereof;
(iib) no Default or Event of Default shall have occurred exist and be continuing or shall result after giving effect to any such Incremental Loan Facilitycontinuing;
(c) any such increase shall be in a minimum aggregate principal amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less);
(d) with respect to any Incremental Term Loan established pursuant to this Section 2.6 structured as a term loan a (as reasonably determined by the Administrative Agent), (i) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Loan shall be as agreed by the Credit Parties and the Lenders providing such Incremental Term Loan; provided that (A) the maturity date of such Incremental Term Loan shall be coterminous with or later than the latest of the Termination Date and the maturity date of each other then existing Term A Facility and (B) the Weighted Average Life to Maturity of such Incremental Term Loan shall not be shorter than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Term A Facility, (ii) the proceeds of such Incremental Term Loan shall be used for the purposes described in the definitive documentation for such Incremental Term Loan and (iii) the other terms of such Incremental Term Loan, if not consistent with the terms applicable to the Term Loan A, shall be reasonably acceptable to the Administrative Agent;
(e) with respect to any Incremental Term Loan established pursuant to this Section 2.6 as a term loan b (as reasonably determined by the Administrative Agent), (i) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Loan shall be as agreed by the Credit Parties and the Lenders providing such Incremental Term Loan; provided that (A) the maturity date of such Incremental Term Loan shall be coterminous with or later than the latest of the maturity date of each other then existing Term Loan and (B) the Weighted Average Life to Maturity of such Incremental Term Loan shall not be shorter than the Weighted Average Life to Maturity of any other then existing Term Loan, (ii) the proceeds of such Incremental Term Loan shall be used for the purposes described in the definitive documentation for such Incremental Term Loan and (iii) the other terms of such Incremental Term Loan, if not consistent with the terms applicable to the other then outstanding Term B Facilities, shall be reasonably acceptable to the Administrative Agent;
(f) if such Incremental Term Loan is (i) a term loan a (as reasonably determined by the Administrative Agent), such Incremental Term Loan shall share ratably in any prepayments of the Term Loan A and all other then outstanding Term A Facilities pursuant to Section 3.2 (or otherwise provide for more favorable prepayment treatment for the Term Loan A and all other then outstanding Term A Facilities) and shall have ratable voting rights as the Term Loan A and all other then outstanding Term A Facilities (or otherwise provide for more favorable voting rights for the Term Loan A and all other then outstanding Term A Facilities) and (ii) a term loan b (as reasonably determined by the Administrative Agent), such Incremental Term Loan shall share ratably in any prepayments of the then outstanding Term Loans (including any other then outstanding Term B Facilities) pursuant to Section 3.2 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loans) and shall have ratable voting rights as the other then outstanding Term Loans (including any other then outstanding Term B Facilities) (or otherwise provide for more favorable voting rights for the then outstanding Term Loans); provided, that, an excess cash flow mandatory prepayment may be added to this Credit Agreement if required by the lenders providing any Term B Facility (and the prepayments thereunder may thereafter be shared ratably by any other Term B Facilities to the extent required by the lenders providing such facilities);
(g) any Incremental Term Loan established hereunder shall constitute an Obligation and be secured by Collateral and may share ratably in prepayments required under Section 3.2 to the extent required by Lenders providing such Incremental Term Loan;
(h) the conditions to the making of a Credit Extension under Loan set forth in Section 5.02 5.2 shall be satisfied; and;
(ivi) an Incremental Term Loan may take the Borrower shall have delivered form of a certificate delayed draw term loan, subject to delayed draw conditions to be mutually agreed by the Borrowers and the Lenders providing such Incremental Term Loan;
(j) concurrently with the establishment of any Incremental Term Loan, the Administrative Agent demonstrating that, shall have received a certificate of a Responsible Officer of each Borrower certifying that (i) such Incremental Term Loan has been incurred in compliance with this Credit Agreement and (ii) after giving effect to the establishment of such Incremental Term Loan on a Pro Forma Basis to the borrowings to be made pursuant to (and if such Incremental Term Loan Facilityis a delayed draw term loan, as of assuming that the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to commitments under such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05Incremental Term Loan are fully drawn), the Borrower would Borrowers shall be in compliance with (A) all Material Indebtedness and its related documentation and (B) the financial covenants set forth in Section 8.107.11;
(k) the Borrowers shall pay any applicable upfront and/or arrangement fees; and
(l) the Borrowers shall obtain commitments for the amount of the Incremental Term Loan pursuant to this Section 2.6 from existing Lenders (provided that no existing Lender shall have any obligation to provide any portion of any such Incremental Term Loan) or other commercial banks, financial institutions or institutional investors that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent (and with respect to any increase in the Revolving Commitments, the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders through joinder agreements or other arrangements reasonably acceptable to the Administrative Agent. In connection with the establishment of Incremental Term Loans pursuant to this Section 2.6, the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders providing such Incremental Term Loans in connection therewith. Notwithstanding anything to the contrary in this Credit Agreement, this Credit Agreement and the other Credit Documents may be amended with the written consent of the Credit Parties and the Administrative Agent for the purpose of including and establishing an Incremental Term Loan permitted hereunder. In connection with the establishment of any Incremental Loan FacilityTerm Loan, (A) neither none of the Joint Lead Arrangers hereunder shall have any obligation to arrange for or assist in arranging for any Incremental Term Loan Facility, (B) any Incremental Loan Facility without its prior written approval and shall be subject to such conditions, including fee arrangements, as may be provided in connection therewith and therewith, (CB) none of the Lenders Lenders, including Bank of America, shall have any obligation to provide commitments or loans for any Incremental Term Loan Facilitywithout its prior written approval, (C) Schedule 2.1 will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Term Loan and (D) the Administrative Agent shall reasonably determine whether a term loan constitutes a pro rata term loan (also known as a term loan a) or a term loan b (also known as an institutional term loan). Notwithstanding anything to the contrary in this Credit Agreement, the Borrowers may not establish any Incremental Term Loans pursuant to this Section 2.6 during the Second Relief Period.
Appears in 1 contract
