Incremental Notes. (i) Any Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of security with, or junior in right of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at the time of issuance); provided, that any such issuance of Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities. (ii) As a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (C) such Incremental Notes will be secured only by the Collateral and, if initially secured, shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Products, (D) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations). (iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Products as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Products in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
Appears in 1 contract
Samples: Restatement Agreement (Rayonier Advanced Materials Inc.)
Incremental Notes. (i) Any Borrower may from time to timetime prior to the First Amendment Effective Date, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of security with, or junior in right of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at the time of issuance); provided, that any such issuance of Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided. Notwithstanding anything in this Agreement to the contrary, further, that in no event shall any Incremental Notes be issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially on or after the same provisions with respect to a Collateral Reinstatement Event as the FacilitiesFirst Amendment Effective Date.
(ii) As a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (C) such Incremental Notes will be secured only by the Collateral and, if initially secured, shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Products, (D) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Products as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Products in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
Appears in 1 contract
Samples: Credit Agreement (Rayonier Advanced Materials Inc.)
Incremental Notes. (a) The Issuer may at any time or from time to time after the earlier of (x) the first anniversary of the Closing Date and (y) the issuance of Delayed Draw Notes in an aggregate principal amount equal to the Delayed Draw Commitment as in effect on the Closing Date, by notice to the Agent and the Purchasers (an “Incremental Request”), request one or more new commitments which may be of the same Class as any outstanding Notes (a “Note Increase”) or a new Class of Notes (collectively with any Note Increase, the “Incremental Commitments”).
(b) On the applicable date (each, an “Incremental Note Closing Date”) specified in any Incremental Amendment (including through any Note Increase), subject to the satisfaction of the terms and conditions in this Section 2.7, (i) Any Borrower may (A) each Incremental Purchaser of such Class shall purchase a Note from time the Issuer (an “Incremental Note”) in an amount equal to timeits Incremental Commitment of such Class by wire transfer of immediately available funds as directed by the Issuer, upon notice (B) the Issuer will deliver to such Incremental Purchaser an Incremental Note issued in the name of such Incremental Purchaser and (C) each Incremental Purchaser of such Class shall become a Purchaser hereunder with respect to the Administrative Agent, specifying in reasonable detail Incremental Commitment of such Class and the Incremental Notes of such Class made pursuant thereto.
(c) Each Incremental Request from the Issuer pursuant to this Section 2.7 shall set forth the requested amount and proposed terms thereofof the relevant Incremental Notes. Incremental Notes may be purchased by any existing Purchaser (but no existing Purchaser will have an obligation to make any Incremental Commitment) or by any Additional Purchaser (each such existing Purchaser or Additional Purchaser providing such Commitment, issue one an “Incremental Purchaser”); provided, that each Purchaser holding Notes at the time of any such Incremental Request (or any of its Affiliates or Related Funds) shall be provided the right of first refusal to participate on a pro rata basis with all other Purchasers holdings Notes in any such Incremental Commitment (which right may be exercised by provision of written notice from any electing Purchaser (or its applicable Affiliate or Related Fund) to the Issuer with the amount of the Incremental Commitment to be provided (not exceeding such Purchaser’s pro rata share) no later than ten (10) Business Days after receipt of the applicable Incremental Request); provided, further, that (i) the Agent shall have acknowledged any Additional Purchaser’s providing such Incremental Commitment to the extent such acknowledgment, if any, would be required under Section 16.3(c) for a sale, assignment or transfer of Notes or Commitments, as applicable, to such Additional Purchaser (ii) with respect to Incremental Commitments, any Affiliated Purchaser providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 16.3(d) as they would otherwise be subject to with respect to any sale, assignment or transfer to such Affiliated Purchaser of Notes or Commitments and (iii) neither KGH, Holdings, the Issuer or any of their Subsidiaries may provide Incremental Commitments or purchase Incremental Notes under this Section 2.7.
(d) The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Amendment Date”) of each of the following conditions (such satisfaction to be evidenced by a certificate of the Chief Financial Officer or Controller of the Issuer delivered by the Issuer representing to the same), together with any other conditions set forth in the Incremental Amendment:
(i) after giving effect to such Incremental Commitments, the conditions of Section 8.3 shall be satisfied; provided, that, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, such Incremental Amendment if agreed by the Incremental Purchasers may include a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and in clause (f) of the defined term “Permitted Acquisition”;
(ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided, that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.7(d)(iv));
(iii) (x) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period, and (y) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period;
(iv) receipt by Agent and the Purchasers of projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Issuer completed over the twelve month period immediately following the Incremental Note Closing Date, such calculation giving pro forma effect to the incurrence of the Incremental Notes on such Incremental Note Closing Date;
(v) together with the Incremental Notes issued under such Incremental Amendment, the aggregate principal amount of Incremental Notes issued since the Closing Date does not exceed $40,000,000 minus the Revolving Credit Incremental Usage Amount; and
(vi) to the extent reasonably requested by the Agent or Required Purchasers, receipt by the Agent and the Purchasers of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and the Required Purchasers and (B) reaffirmation agreements and/or such amendments to the Note Documents as may be reasonably requested by the Agent or the Required Purchasers in order to ensure that such Incremental Purchasers are provided with the benefit of the applicable Note Documents.
(e) The terms, provisions and documentation of the Incremental Notes of any Class shall be as agreed between the Issuer and the applicable Incremental Purchasers providing such Incremental Commitments and, except as set forth in clause (f) below, sub-clauses (e)(i) through (e)(vi) below, and as otherwise set forth herein, to the extent not identical to any Class of Notes existing on the Incremental Note Closing Date, the terms and conditions of the Incremental Notes that are effective prior to the then Latest Maturity Date of the Notes shall not be more series restrictive, taken as a whole, than those applicable to the Notes existing on the Incremental Note Closing Date, unless (x) this Agreement is amended (solely with the consent of secured notes ranking the Issuer and with no consent required by any Purchaser, the Agent or any other Note Party) to conform to such more restrictive terms and conditions for the benefit of all such existing Notes or (y) such more restrictive terms and conditions are satisfactory to the Required Purchasers; provided that, notwithstanding the foregoing, in the case of a Note Increase, the terms, provisions and documentation of such Note Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Notes being increased, in each case, as existing on the Incremental Note Closing Date. In any event the Incremental Notes:
(i) shall rank pari passu in right of payment and security with, or junior in right with the existing Notes,
(ii) as of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount Amendment Date, shall not have a final scheduled maturity date earlier than the then Latest Maturity Date,
(at iii) as of the time Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of issuance)the existing Notes,
(iv) shall have an interest rate, and subject to clauses (e)(ii) and (e)(iii) above, amortization determined by the Issuer and the applicable Incremental Purchasers; provided, that the interest rate and amortization for a Note Increase shall be the interest rate and amortization for the Class being increased,
(v) shall have fees determined by the Issuer and the applicable Incremental Purchasers, and
(vi) shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Notes hereunder.
(f) the All-In Yield applicable to the Incremental Notes of each Class shall be determined by the Issuer and the applicable Incremental Purchasers and shall be set forth in each applicable Incremental Amendment; provided, however, that the All-In Yield applicable to such issuance of Incremental Notes shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any existing Class of Notes plus 50 basis points per annum unless the interest rate (together with, as provided in a minimum amount of the lesser of (xproviso below, the Eurocurrency Rate floor) $25,000,000 and (y) with respect to such existing Notes is increased so as to cause the entire amount that may then be requested applicable All-In Yield under this Section 2.15(e)Agreement on such existing Notes to equal the All-In Yield then applicable to the Incremental Notes minus 50 basis points; and provided, further, that any increase in All-In Yield to any existing Notes due to the application or imposition of a Eurocurrency Rate floor on any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate floor applicable to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilitiessuch existing Notes.
(iig) As a condition precedent to the effectiveness Commitments in respect of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantorbecome additional Commitments pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, (C) such Incremental Notes will be secured only as appropriate, the other Note Documents, executed by the Collateral andIssuer, if initially securedeach Incremental Purchaser providing such Commitments, shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to and the Administrative Agent and Products, (D) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time written direction of the issuance of the Required Purchasers). The Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time Amendment may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) effect such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Note Documents with Products as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent Required Purchasers and Products in connection with the issuance Issuer, to effect the provisions of such Incremental Notes, in each case on terms consistent with this Section 2.15(e)2.7. The Issuer will use the proceeds of the sale of any Incremental Notes for any purpose not prohibited by this Agreement.
Appears in 1 contract
Incremental Notes. (ia) Any The Borrower or any Guarantor may from time to time, upon notice to time after the Administrative Agent, specifying in reasonable detail the proposed terms thereof, Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or or Extendable Bridge Loans, if secured notes ranking pari passu in right of security withby the Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or junior in right of security with, secured on a “junior” basis with the Facilities Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at the time of issuance); providedprovided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, that subject to Section 1.02(i), and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 5,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e)2.15; and provided, further, that any New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued during pursuant to this Section 2.15, (A) at the Borrower’s option, will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a Collateral Suspension Period single or series of related transaction(s), by, at the Borrower’s option, first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) all or any portion of New Incremental Notes originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall be unsecured automatically divided (if applicable) and redesignated as having been incurred under the Ratio-Based Incremental Facility in the event that subsequent to the original incurrence, the Borrower would be permitted to incur the aggregate principal amount of New Incremental Notes being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility, as applicable, by the Dollar amount of such redesignated New Incremental Notes). The Borrower may appoint any Person as arranger of such New Incremental Notes (such Person (who may be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as Administrative Agent, if it so agrees), the Facilities“Incremental Notes Arranger”).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this Section 2.15(e)2.15, (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any person Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will be secured only by the Collateral and, if initially secured, shall be subject to an intercreditor agreement on customary intercreditor terms to be and/or subordination arrangements that are reasonably acceptable satisfactory to the Incremental Notes Arranger and, if such Incremental Notes Arranger is not the Administrative Agent and ProductsAgent, the Administrative Agent, (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, provided, that Extendable Bridge Loans and customary escrow arrangements may have a maturity date earlier than the Latest Maturity Date, (Eiv) the weighted average life Weighted Average Life to maturity Maturity of such New Incremental Notes shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and customary acceleration rights after an event of default, (y) special mandatory redemptions in connection with customary escrow arrangements or (z) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining weighted average life Weighted Average Life to maturity Maturity of any then outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or greater than pro rata) to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vi) New Incremental Notes that are pari passu in right of payment with the Term Facility and secured on a pari passu basis with the Term Facility (other than customary syndicated high-yield notes) will be subject to the “most favored nation” protection in Section 2.14(f)(iii); provided this clause (vi) shall not apply to any New Incremental Note that has a final maturity later than two years after the Latest Maturity Date of the then outstanding Term Loans (provided that a certificate of a Responsible Officer of the Borrower delivered to the Incremental Notes Arranger in good faith at least three (3) Business Days (or such shorter period as may be agreed by the Incremental Notes Arranger) prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Incremental Notes Arranger provides notice to the Borrower of its objection during such three Business Day period (including a reasonable description of the basis upon which it objects)). Subject to the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrower.
(iiic) The Lenders hereby authorize the Administrative Agent Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with Products the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent Incremental Notes Arranger and Products the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.15(e2.15. If the Incremental Notes Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.
Appears in 1 contract
Incremental Notes. (a) The Issuer may at any time or from time to time after the earlier of (x) the first anniversary of the Closing Date and (y) the issuance of Delayed Draw Notes in an aggregate principal amount equal to the Delayed Draw Commitment as in effect on the Closing Date, by notice to the Agent and the Purchasers (an “Incremental Request”), request one or more new commitments which may be of the same Class as any outstanding Notes (a “Note Increase”) or a new Class of Notes (collectively with any Note Increase, the “Incremental Commitments”).
(b) On the applicable date (each, an “Incremental Note Closing Date”) specified in any Incremental Amendment (including through any Note Increase), subject to the satisfaction of the terms and conditions in this Section 2.7, (i) Any Borrower may (A) each Incremental Purchaser of such Class shall purchase a Note from time the Issuer (an “Incremental Note”) in an amount equal to timeits Incremental Commitment of such Class by wire transfer of immediately available funds as directed by the Issuer, upon notice (B) the Issuer will deliver to such Incremental Purchaser an Incremental Note issued in the name of such Incremental Purchaser and (C) each Incremental Purchaser of such Class shall become a Purchaser hereunder with respect to the Administrative Agent, specifying in reasonable detail Incremental Commitment of such Class and the Incremental Notes of such Class made pursuant thereto.
(c) Each Incremental Request from the Issuer pursuant to this Section 2.7 shall set forth the requested amount and proposed terms thereofof the relevant Incremental Notes. Incremental Notes may be purchased by any existing Purchaser (but no existing Purchaser will have an obligation to make any Incremental Commitment) or by any Additional Purchaser (each such existing Purchaser or Additional Purchaser providing such Commitment, issue one an “Incremental Purchaser”); provided, that each Purchaser holding Notes at the time of any such Incremental Request (or any of its Affiliates or Related Funds) shall be provided the right of first refusal to participate on a pro rata basis with all other Purchasers holdings Notes in any such Incremental Commitment (which right may be exercised by provision of written notice from any electing Purchaser (or its applicable Affiliate or Related Fund) to the Issuer with the amount of the Incremental Commitment to be provided (not exceeding such Purchaser’s pro rata share) no later than ten (10) Business Days after receipt of the applicable Incremental Request); provided, further, that (i) the Agent shall have acknowledged any Additional Purchaser’s providing such Incremental Commitment to the extent such acknowledgment, if any, would be required under Section 16.3(c) for a sale, assignment or transfer of Notes or Commitments, as applicable, to such Additional Purchaser (ii) with respect to Incremental Commitments, any Affiliated Purchaser providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 16.3(d) as they would otherwise be subject to with respect to any sale, assignment or transfer to such Affiliated Purchaser of Notes or Commitments and (iii) neither KGH, Holdings, the Issuer or any of their Subsidiaries may provide Incremental Commitments or purchase Incremental Notes under this Section 2.7.
(d) The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Amendment Date”) of each of the following conditions (such satisfaction to be evidenced by a certificate of the Chief Financial Officer or Controller of the Issuer delivered by the Issuer representing to the same), together with any other conditions set forth in the Incremental Amendment:
(i) after giving effect to such Incremental Commitments, the conditions of Section 8.3 shall be satisfied; provided, that, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, such Incremental Amendment if agreed by the Incremental Purchasers may include a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and in clause (f) of the defined term “Permitted Acquisition”;
(ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided, that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.7(d)(iv));
(iii) (x) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period, and (y) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period;
(iv) receipt by Agent and the Purchasers of projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Issuer completed over the twelve month period immediately following the Incremental Note Closing Date, such calculation giving pro forma effect to the incurrence of the Incremental Notes on such Incremental Note Closing Date;
(v) together with the Incremental Notes issued under such Incremental Amendment, the aggregate principal amount of Incremental Notes issued since the Closing Date does not exceed $40,000,000 minus the Revolving Credit Incremental Usage Amount; and
(vi) to the extent reasonably requested by the Agent or Required Purchasers, receipt by the Agent and the Purchasers of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and the Required Purchasers and (B) reaffirmation agreements and/or such amendments to the Note Documents as may be reasonably requested by the Agent or the Required Purchasers in order to ensure that such Incremental Purchasers are provided with the benefit of the applicable Note Documents.
(e) The terms, provisions and documentation of the Incremental Notes of any Class shall be as agreed between the Issuer and the applicable Incremental Purchasers providing such Incremental Commitments and, except as set forth in clause (f) below, sub-clauses (e)(i) through (e)(vi) below, and as otherwise set forth herein, to the extent not identical to any Class of Notes existing on the Incremental Note Closing Date, the terms and conditions of the Incremental Notes that are effective prior to the then Latest Maturity Date of the Notes shall not be more series restrictive, taken as a whole, than those applicable to the Notes existing on the Incremental Note Closing Date, unless (x) this Agreement is amended (solely with the consent of secured notes ranking the Issuer and with no consent required by any Purchaser, the Agent or any other Note Party) to conform to such more restrictive terms and conditions for the benefit of all such existing Notes or (y) such more restrictive terms and conditions are satisfactory to the Required Purchasers; provided that, notwithstanding the foregoing, in the case of a Note Increase, the terms, provisions and documentation of such Note Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Notes being increased, in each case, as existing on the Incremental Note Closing Date. In any event the Incremental Notes:
(i) shall rank pari passu in right of payment and security with, or junior in right with the existing Notes,
(ii) as of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount Amendment Date, shall not have a final scheduled maturity date earlier than the then Latest Maturity Date,
(at iii) as of the time Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of issuance)the existing Notes,
(iv) shall have an interest rate, and subject to clauses (e)(ii) and (e)(iii) above, amortization determined by the Issuer and the applicable Incremental Purchasers; provided, that the interest rate and amortization for a Note Increase shall be the interest rate and amortization for the Class being increased,
(v) shall have fees determined by the Issuer and the applicable Incremental Purchasers, and
(vi) shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Notes hereunder.
(f) the All-In Yield applicable to the Incremental Notes of each Class shall be determined by the Issuer and the applicable Incremental Purchasers and shall be set forth in each applicable Incremental Amendment; provided, however, that the All-In Yield applicable to such issuance of Incremental Notes shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any existing Class of Notes plus 50 basis points per annum unless the interest rate (together with, as provided in a minimum amount of the lesser of (xproviso below, the EurocurrencyEurodollar Rate floor) $25,000,000 and (y) with respect to such existing Notes is increased so as to cause the entire amount that may then be requested applicable All-In Yield under this Section 2.15(e)Agreement on such existing Notes to equal the All-In Yield then applicable to the Incremental Notes minus 50 basis points; and provided, further, that any increase in All-In Yield to any existing Notes due to the application or imposition of a EurocurrencyEurodollar Rate floor on any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject effected solely through an increase in (or implementation of, as applicable) any EurocurrencyEurodollar Rate floor applicable to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilitiessuch existing Notes.
(iig) As a condition precedent to the effectiveness Commitments in respect of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (C) such Incremental Notes will be secured only by the Collateral and, if initially secured, shall be subject become additional Commitments pursuant to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Products, amendment (Dan “Incremental Amendment”) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and, as appropriate, the other Note Documents, executed by the Issuer, each Incremental Purchaser providing such Commitments, and the other Loan Documents with Products as may be necessary in order to secure any Incremental Notes with Agent (at the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion written direction of the Administrative Agent and Products in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).Required
Appears in 1 contract
Incremental Notes. (i) Any Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of payment and security with, or junior in right of security with, with the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at which shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000 or equal to the time of issuanceremaining Incremental Amount); provided, that any such .
(ii) Each issuance of Incremental Notes shall be on the terms set forth in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities.
clause (ii) As ), and as a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) such issuance the applicable Borrower Company shall deliver have delivered to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and the Company attaching the resolutions adopted by such Borrower the Company approving or consenting to the effectiveness of such Incremental Notes, Notes and certifying that as to the conditions precedent set forth in Company’s compliance the following clauses (BA) through (FH) have been satisfied, in respect of such issuance of Incremental Notes: (BA) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (CB) such Incremental Notes will be secured only by the Collateral and, if initially secured, and shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Productsthe Company, (DC) the final maturity date of such Incremental Notes shall have a final maturity be no earlier than 91 days after the Latest Maturity Scheduled Termination Date, (ED) the weighted average life to maturity of such Incremental Notes shall not be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election , (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (FE) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or and (2) other mandatory redemption or prepayment provisions to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or less than pro rata) basis to the Term Loans Advances 77 and other Indebtedness that is secured on a pari passu basis with the Obligations).
, (iiiF) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement terms and the other Loan Documents with Products as may be necessary in order to secure any conditions of such Incremental Notes (other than interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or reception premiums and terms) shall be on market terms for comparable senior secured notes (as determined by the Company in good faith and as reasonably agreed by the Agent) and, if not consistent with the Collateral and/or terms and conditions of the Facilities, shall not be materially more restrictive or burdensome to make the Loan Parties when taken as a whole than the terms and conditions of the Facilities, taken as a whole, (G) such technical amendments as may be necessary Incremental Notes shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 5.03 unless the Lenders shall also have the benefit of such financial maintenance covenant on the same terms or appropriate such financial maintenance covenant applies only after the latest Termination Date then applicable to any Facility and (H) no Event of Default (except in the reasonable opinion of the Administrative Agent and Products in connection with a Limited Condition Acquisition, in which case such requirement shall be no Specified Event of Default) shall have occurred and be continuing or would result from such the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
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Incremental Notes. (ia) Any The Borrower may from time to time, upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured or senior unsecured, senior subordinated or subordinated notes (which notes, if secured, may either have the same Lien priority as the Obligations or may be secured by a Lien ranking pari passu in right of security with, or junior in right of security with, to the Facilities Lien securing the Obligations) (such notes, collectively, “Incremental Notes”) in an aggregate amount, together with the aggregate amount of any Incremental Commitments, not to exceed the Incremental Amount (at the time of issuance); provided, that any such issuance of Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities.
(iib) As a condition conditions precedent to the effectiveness issuance of any Incremental Notes pursuant to this Section 2.15(e), Section:
(Ai) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the such Incremental Notes (each, an “Incremental Notes Effective Date”) signed by a Responsible Officer of such Borrower the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of such Borrower Incremental Notes) approving or consenting to the effectiveness issuance of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (Bii) through (Fv) have been satisfied, ;
(Bii) such Incremental Notes shall not be guaranteed by any person Person that is not a Guarantor, ;
(Ciii) such Incremental Notes will be unsecured or secured only by Property constituting the Collateral and, if initially secured, shall be and subject to an intercreditor agreement on customary intercreditor terms to be arrangements reasonably acceptable to the Administrative Agent and Products, the Borrower;
(Div) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Term Maturity Date, ;
(Ev) the weighted average life Weighted Average Life to maturity Maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity that of any outstanding tranche of Term A-2 Loans at Loans;
(vi) the time covenants, terms and conditions and events of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) default applicable to such Incremental Notes and/or Other shall be no more restrictive (other than with respect to pricing, optional prepayment or redemption terms), when taken as a whole, than the covenants, terms and conditions and Events of Default under the Loan Documents (except for provisions applicable only to periods following the Term Maturity Date) unless the Borrower shall make such covenants, terms and conditions applicable to the Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not reasonably acceptable documentation to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and that effect; and
(Fvii) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (rights, except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied first pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iiic) The issuance of any Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Products the Borrower as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Products the Borrower in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e)2.26.
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Incremental Notes. (i) Any Borrower may from time to timetime prior to the First Amendment Effective Date, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of security with, or junior in right of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at the time of issuance); provided, that any such issuance of Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that that. Notwithstanding anything in this Agreement to the contrary, in no event shall any Incremental Notes be issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the FacilitiesFacilitieson or after the First Amendment Effective Date.
(ii) As a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (C) such Incremental Notes will be secured only by the Collateral and, if initially secured, shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Products, (D) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Products as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Products in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
Appears in 1 contract
Samples: Credit Agreement (Rayonier Advanced Materials Inc.)
Incremental Notes. (ia) Any The Borrower may from time to time, upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured or senior unsecured, senior subordinated or subordinated notes (which notes, if secured, may either have the same Lien priority as the Obligations or may be secured by a Lien ranking pari passu in right of security with, or junior in right of security with, to the Facilities Lien securing the Obligations) (such notes, collectively, “Incremental Notes”) in an aggregate amount, together with the aggregate amount of any Incremental Commitments, not to exceed the Incremental Amount (at the time of issuance); provided, that any such issuance of Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities.
(iib) As a condition conditions precedent to the effectiveness issuance of any Incremental Notes pursuant to this Section 2.15(e), Section:
(Ai) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the such Incremental Notes (each, an “Incremental Notes Effective Date”) signed by a Responsible Officer of such Borrower the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of such Borrower Incremental Notes) approving or consenting to the effectiveness issuance of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (Bii) through (Fvii) have been satisfied, ;
(Bii) such Incremental Notes shall not be guaranteed by any person Person that is not a Guarantor, ;
(Ciii) such Incremental Notes will be unsecured or secured only by Property constituting the Collateral and, if initially secured, shall be and subject to an intercreditor agreement on customary intercreditor terms to be arrangements reasonably acceptable to the Administrative Agent and Products, the Borrower;
(Div) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Term Maturity Date, Date then outstanding;
(Ev) the weighted average life Weighted Average Life to maturity Maturity of such Incremental Notes shall not be shorter than the then remaining weighted average life Weighted Average Life to maturity of any outstanding Term A-2 Loans at the time Maturity of the issuance then longest outstanding tranche of Term Loans;
(vi) the covenants, terms and conditions and events of default applicable to such Incremental Notes shall not be more restrictive (other than with respect to pricing, optional prepayment or redemption terms), when taken as a whole, than the covenants, terms and conditions and Events of Default under the Loan Documents (except for provisions applicable only to periods following the later of the Incremental Notes; provided that at Holdings’ election (Latest Revolving Termination Date and the Latest Term Maturity Date then in its sole discretioneffect) Incremental Notes and/or Other Term unless the Borrower shall make such covenants, terms and conditions applicable to the Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not reasonably acceptable documentation to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and that effect; and
(Fvii) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (rights, except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied first pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iiic) The issuance of any Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Products the Borrower as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Products the Borrower in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e)2.26.
Appears in 1 contract
Incremental Notes. (i) Any Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of payment and security with, or junior in right of security with, with the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at which shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000 or equal to the time of issuanceremaining Incremental Amount); provided, that any such .
(ii) Each issuance of Incremental Notes shall be on the terms set forth in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities.
clause (ii) As ), and as a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) such issuance the applicable Borrower Company shall deliver have delivered to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and the Company attaching the resolutions adopted by such Borrower the Company approving or consenting to the effectiveness of such Incremental Notes, Notes and certifying that as to the conditions precedent set forth in Company’s compliance the following clauses (BA) through (FH) have been satisfied, in respect of such issuance of Incremental Notes: (BA) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (CB) such Incremental Notes will be secured only by the Collateral and, if initially secured, and shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Productsthe Company, (DC) the final maturity date of such Incremental Notes shall have a final maturity be no earlier than 91 days after the Latest Maturity Scheduled Termination Date, (ED) the weighted average life to maturity of such Incremental Notes shall not be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election , (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (FE) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control AMERICAS/2024254939.6 79 Sealed Air – 4th A&R Syndicated Facility Agt provisions or and (2) other mandatory redemption or prepayment provisions to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or less than pro rata) basis to the Term Loans Advances and other Indebtedness that is secured on a pari passu basis with the Obligations).
, (iiiF) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement terms and the other Loan Documents with Products as may be necessary in order to secure any conditions of such Incremental Notes (other than interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or reception premiums and terms) shall be on market terms for comparable senior secured notes (as determined by the Company in good faith and as reasonably agreed by the Agent) and, if not consistent with the Collateral and/or terms and conditions of the Facilities, shall not be materially more restrictive or burdensome to make the Loan Parties when taken as a whole than the terms and conditions of the Facilities, taken as a whole, (G) such technical amendments as may be necessary Incremental Notes shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 5.03 unless the Lenders shall also have the benefit of such financial maintenance covenant on the same terms or appropriate such financial maintenance covenant applies only after the latest Termination Date then applicable to any Facility and (H) no Event of Default (except in the reasonable opinion of the Administrative Agent and Products in connection with a Limited Condition Acquisition, in which case such requirement shall be no Specified Event of Default) shall have occurred and be continuing or would result from such the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
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Incremental Notes. (a) The Issuer may at any time or from time to time after the earlier of (x) the first anniversary of the Closing Date and (y) the issuance of Delayed Draw Notes in an aggregate principal amount equal to the Delayed Draw Commitment as in effect on the Closing Date, by notice to the Agent and the Purchasers (an “Incremental Request”), request one or more new commitments which may be of the same Class as any outstanding Notes (a “Note Increase”) or a new Class of Notes (collectively with any Note Increase, the “Incremental Commitments”).
(b) On the applicable date (each, an “Incremental Note Closing Date”) specified in any Incremental Amendment (including through any Note Increase), subject to the satisfaction of the terms and conditions in this Section 2.7, (i) Any Borrower may (A) each Incremental Purchaser of such Class shall purchase a Note from time the Issuer (an “Incremental Note”) in an amount equal to timeits Incremental Commitment of such Class by wire transfer of immediately available funds as directed by the Issuer, upon notice (B) the Issuer will deliver to such Incremental Purchaser an Incremental Note issued in the name of such Incremental Purchaser and (C) each Incremental Purchaser of such Class shall become a Purchaser hereunder with respect to the Administrative Agent, specifying in reasonable detail Incremental Commitment of such Class and the Incremental Notes of such Class made pursuant thereto.
(c) Each Incremental Request from the Issuer pursuant to this Section 2.7 shall set forth the requested amount and proposed terms thereofof the relevant Incremental Notes. Incremental Notes may be purchased by any existing Purchaser (but no existing Purchaser will have an obligation to make any Incremental Commitment) or by any Additional Purchaser (each such existing Purchaser or Additional Purchaser providing such Commitment, issue one an “Incremental Purchaser”); provided, that each Purchaser holding Notes at the time of any such Incremental Request (or any of its Affiliates or Related Funds) shall be provided the right of first refusal to 60358086_160358086_13 participate on a pro rata basis with all other Purchasers holdings Notes in any such Incremental Commitment (which right may be exercised by provision of written notice from any electing Purchaser (or its applicable Affiliate or Related Fund) to the Issuer with the amount of the Incremental Commitment to be provided (not exceeding such Purchaser’s pro rata share) no later than ten (10) Business Days after receipt of the applicable Incremental Request); provided, further, that (i) the Agent shall have acknowledged any Additional Purchaser’s providing such Incremental Commitment to the extent such acknowledgment, if any, would be required under Section 16.3(c) for a sale, assignment or transfer of Notes or Commitments, as applicable, to such Additional Purchaser (ii) with respect to Incremental Commitments, any Affiliated Purchaser providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 16.3(d) as they would otherwise be subject to with respect to any sale, assignment or transfer to such Affiliated Purchaser of Notes or Commitments and (iii) neither KGH, Holdings, the Issuer orKGI nor any of theirits Subsidiaries may provide Incremental Commitments or purchase Incremental Notes under this Section 2.7.
(d) The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Amendment Date”) of each of the following conditions (such satisfaction to be evidenced by a certificate of the Chief Financial Officer or Controller of the Issuer delivered by the Issuer representing to the same), together with any other conditions set forth in the Incremental Amendment:
(i) after giving effect to such Incremental Commitments, the conditions of Section 8.3 shall be satisfied; provided, that, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, such Incremental Amendment if agreed by the Incremental Purchasers may include a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and in clause (f) of the defined term “Permitted Acquisition”;
(ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided, that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.7(d)(iv));
(iii) (x) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period, and (y) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period; 60358086_160358086_13
(iv) receipt by Agent and the Purchasers of projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Issuer completed over the twelve month period immediately following the Incremental Note Closing Date, such calculation giving pro forma effect to the incurrence of the Incremental Notes on such Incremental Note Closing Date;
(v) together with the Incremental Notes issued under such Incremental Amendment, the aggregate principal amount of Incremental Notes issued since the Closing Date does not exceed $40,000,000; and minus any incremental facilities incurred under the Revolving Credit Facility (including any then-existing incremental facilities refinanced as part of a Permitted Secured Debt Refinancing or added or incurred under any Revolving Credit Facility established as part of a Permitted Secured Debt Refinancing); and
(vi) to the extent reasonably requested by the Agent or Required Purchasers, receipt by the Agent and the Purchasers of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and the Required Purchasers and (B) reaffirmation agreements and/or such amendments to the Note Documents as may be reasonably requested by the Agent or the Required Purchasers in order to ensure that such Incremental Purchasers are provided with the benefit of the applicable Note Documents.
(e) The terms, provisions and documentation of the Incremental Notes of any Class shall be as agreed between the Issuer and the applicable Incremental Purchasers providing such Incremental Commitments and, except as set forth in clause (f) below, sub-clauses (e)(i) through (e)(vi) below, and as otherwise set forth herein, to the extent not identical to any Class of Notes existing on the Incremental Note Closing Date, the terms and conditions of the Incremental Notes that are effective prior to the then Latest Maturity Date of the Notes shall not be more series restrictive, taken as a whole, than those applicable to the Notes existing on the Incremental Note Closing Date, unless (x) this Agreement is amended (solely with the consent of secured notes ranking the Issuer and with no consent required by any Purchaser, the Agent or any other Note Party) to conform to such more restrictive terms and conditions for the benefit of all such existing Notes or (y) such more restrictive terms and conditions are satisfactory to the Required Purchasers; provided that, notwithstanding the foregoing, in the case of a Note Increase, the terms, provisions and documentation of such Note Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Notes being increased, in each case, as existing on the Incremental Note Closing Date. In any event the Incremental Notes:
(i) shall rank pari passu in right of payment and security with, or junior in right with the existing Notes,
(ii) as of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount Amendment Date, shall not have a final scheduled maturity date earlier than the then Latest Maturity Date, 60358086_160358086_13
(at iii) as of the time Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of issuance)the existing Notes,
(iv) shall have an interest rate, and subject to clauses (e)(ii) and (e)(iii) above, amortization determined by the Issuer and the applicable Incremental Purchasers; provided, that the interest rate and amortization for a Note Increase shall be the interest rate and amortization for the Class being increased,
(v) shall have fees determined by the Issuer and the applicable Incremental Purchasers, and
(vi) shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Notes hereunder.
(f) the All-In Yield applicable to the Incremental Notes of each Class shall be determined by the Issuer and the applicable Incremental Purchasers and shall be set forth in each applicable Incremental Amendment; provided, however, that the All-In Yield applicable to such issuance of Incremental Notes shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any existing Class of Notes plus 50 basis points per annum unless the interest rate (together with, as provided in a minimum amount of the lesser of (xproviso below, the Eurodollar Rate floor) $25,000,000 and (y) with respect to such existing Notes is increased so as to cause the entire amount that may then be requested applicable All-In Yield under this Section 2.15(e)Agreement on such existing Notes to equal the All-In Yield then applicable to the Incremental Notes minus 50 basis points; and provided, further, that any increase in All-In Yield to any existing Notes due to the application or imposition of a Eurodollar Rate floor on any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject effected solely through an increase in (or implementation of, as applicable) any Eurodollar Rate floor applicable to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilitiessuch existing Notes.
(iig) As a condition precedent to the effectiveness Commitments in respect of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantorbecome additional Commitments pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, (C) such Incremental Notes will be secured only as appropriate, the other Note Documents, executed by the Collateral andIssuer, if initially securedeach Incremental Purchaser providing such Commitments, shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to and the Administrative Agent and Products, (D) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time written direction of the issuance of the Required Purchasers). The Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time Amendment may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) effect such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Note Documents with Products as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent Required Purchasers and Products in connection with the issuance Issuer, to effect the provisions of such Incremental Notes, in each case on terms consistent with this Section 2.15(e)2.7. The Issuer will use the proceeds of the sale of any Incremental Notes for any purpose not prohibited by this Agreement.
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Incremental Notes. (i) Any The Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of security with, or junior in right of security with, the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at the time of issuance); provided, that any such issuance of Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and and, if initially secured, shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities.
(ii) As a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) the applicable Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower the Borrower, certifying and attaching the resolutions adopted by such the Borrower approving or consenting to the effectiveness of such Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (C) such Incremental Notes will be secured only by the Collateral and, if initially secured, shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Productsthe Borrower, (D) such Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the weighted average life to maturity of such Incremental Notes shall not be shorter than the remaining weighted average life to maturity of any outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (F) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or (2) to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Products the Borrower as may be necessary in order to secure any Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Products the Borrower in connection with the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
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Samples: Credit Agreement (Rayonier Advanced Materials Inc.)
Incremental Notes. (i) Any Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, issue one or more series of secured notes ranking pari passu in right of payment and security with, or junior in right of security with, with the Facilities (such notes, collectively, “Incremental Notes”) in an aggregate amount not to exceed the Incremental Amount (at which shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000 or equal to the time of issuanceremaining Incremental Amount); provided, that any such .
(ii) Each issuance of Incremental Notes shall be on the terms set forth in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may then be requested under this Section 2.15(e); and provided, further, that any Incremental Notes issued during a Collateral Suspension Period shall be unsecured and shall be subject to substantially the same provisions with respect to a Collateral Reinstatement Event as the Facilities.
clause (ii) As ), and as a condition precedent to the effectiveness of any Incremental Notes pursuant to this Section 2.15(e), (A) such issuance the applicable Borrower Company shall deliver have delivered to the Administrative Agent a certificate dated as of the date of issuance of the Incremental Notes signed by a Responsible Officer of such Borrower certifying and the Company attaching the resolutions adopted by such Borrower the Company approving or consenting to the effectiveness of such Incremental Notes, Notes and certifying that as to the conditions precedent set forth in Company’s compliance the following clauses (BA) through (FH) have been satisfied, in respect of such issuance of Incremental Notes: (BA) such Incremental Notes shall not be guaranteed by any person that is not a Guarantor, (CB) such Incremental Notes will be secured only by the Collateral and, if initially secured, and shall be subject to an intercreditor agreement on customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Productsthe Company, (DC) the final maturity date of such Incremental Notes shall have a final maturity be no earlier than 91 days after the Latest Maturity Scheduled Termination Date, (ED) the weighted average life to maturity of such Incremental Notes shall not be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding Term A-2 Loans at the time of the issuance of the Incremental Notes; provided that at Holdings’ election , (in its sole discretion) Incremental Notes and/or Other Term Loans (pursuant to Section 2.15(b)(iii)) in a combined aggregate principal amount outstanding not to exceed $100,000,000 from time to time may have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A-2 Loans but no shorter than the remaining weighted average life to maturity of the Term A-1 Loans, and (FE) such Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary asset sale, recovery event and change of control provisions or and (2) other mandatory redemption or prepayment provisions to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or less than pro rata) basis to the Term Loans Advances and other Indebtedness that is secured on a pari passu basis with the Obligations).
, (iiiF) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement terms and the other Loan Documents with Products as may be necessary in order to secure any 81 Sealed Air – 4th A&R Syndicated Facility Agt conditions of such Incremental Notes (other than interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or reception premiums and terms) shall be on market terms for comparable senior secured notes (as determined by the Company in good faith and as reasonably agreed by the Agent) and, if not consistent with the Collateral and/or terms and conditions of the Facilities, shall not be materially more restrictive or burdensome to make the Loan Parties when taken as a whole than the terms and conditions of the Facilities, taken as a whole, (G) such technical amendments as may be necessary Incremental Notes shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 5.03 unless the Lenders shall also have the benefit of such financial maintenance covenant on the same terms or appropriate such financial maintenance covenant applies only after the latest Termination Date then applicable to any Facility and (H) no Event of Default (except in the reasonable opinion of the Administrative Agent and Products in connection with a Limited Condition Acquisition, in which case such requirement shall be no Specified Event of Default) shall have occurred and be continuing or would result from such the issuance of such Incremental Notes, in each case on terms consistent with this Section 2.15(e).
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