Incremental Term Facilities. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, request the establishment of one or more Incremental Term Facilities (which may take the form of an increase in the principal amount of any existing tranche of Term Loans); provided that, no Incremental Term Loans may be made unless: (i) (A) except in the case of an Incremental Term Facility incurred to finance a Limited Condition Transaction, (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, (2) the representations and warranties set forth in each Credit Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Incremental Term Facility, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (A)(2) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (3) immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of such four-Fiscal Quarter period then last ended and (B) in the case of an Incremental Term Facility incurred to finance a Limited Condition Transaction, (1) as of the LCT Test Date, no Default or Event of Default shall have occurred and be continuing, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under Section 8.1(a), (f) or (g) shall be in existence immediately before or after giving effect (including pro forma effect) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Section 4 shall be true and correct in all material respects as of the LCT Test Date, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (4) as of the LCT Test Date, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of the four-Fiscal Quarter period then last ended and (5) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect); and (ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (x) such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (y) such reaffirmation agreements and/or such amendments to the Credit Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Facilities are provided with the benefit of the applicable Credit Documents. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Term Facilities, shall not exceed $125,000,000. Each Incremental Term Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loans shall be effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Loans being requested. (b) Each Incremental Term Facility shall be secured by a pari passu Lien on the Collateral (and no other property) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Facility. No Subsidiary shall be a borrower or a guarantor under any Incremental Term Facility unless such Subsidiary is a Credit Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Term Obligations. The Incremental Term Loans (i) if made as an increase in the principal amount of any existing tranche of Loans, shall have terms identical to those applicable to such Loans, (ii) shall not mature earlier than the Term Loan Maturity Date applicable to any then existing Loans (but may have amortization and/ or customary prepayments prior to such date), (iv) shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then existing Loans, (v) except as set forth above, shall be treated substantially the same as (and in any event , no more favorably than) the Loans and (vi) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect to any Incremental Term Loans incurred within twelve (12) months of the Closing Date, in the event that the All-in Yield for any such Incremental Term Loans shall be more than 0.50% higher than the corresponding All-in Yield for any then existing Term Loans, then the All-in Yield with respect to the any then existing Term Loans shall be increased by the amount necessary so that the difference between the All-in Yield with respect to the Incremental Term Loans and the All-in Yield on any then existing Term Loans is equal to 0.50%. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in this Section 2.23(b) and of the effectiveness of any Incremental Term Facility, in each case advising the Lenders of the details thereof. (c) Incremental Term Facilities may be provided by any existing Lender (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Term Facility unless it so agrees in writing as provided in this Section 2.23 or (y) the right to provide all or any portion of any Incremental Term Facility) or by other bank, financial institution or other institutional lender or investor (any such other bank, financial institution or other institutional lender or investor being called an “Additional Lender”); provided that, the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender or Additional Lender providing such Incremental Term Facility, to the extent such consent would be required under Section 10.6(c) for an assignment of Loans or Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Term Facilities shall become Commitments under this Agreement pursuant to an amendment or amendment and restatement (each, an “Incremental Amendment”) of this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Facilities for any purpose not prohibited by this Agreement. (d) This Section 2.23 shall supersede any provisions in Section 2.16 or Section 10.5 to the contrary.
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Incremental Term Facilities. (a) The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent, request the establishment of one or more Incremental Term Facilities (which may take the form of an increase in the principal amount of any existing tranche of Term Loans); provided that, no Incremental Term Loans may be made unless:
(i) (A) except in the case of an Incremental Term Facility incurred to finance a Limited Condition TransactionConditionality Acquisition, (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, Loans and (2) the representations and warranties set forth in each Credit Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Incremental Term Facility, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (A)(2) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (3) immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of such four-Fiscal Quarter period then last ended and (B) in the case of an Incremental Term Facility incurred to finance a Limited Condition TransactionConditionality Acquisition, (1) as of the LCT Test Datedate of execution of the Limited Conditionality Acquisition Agreement by the parties thereto, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under Section 8.1(aclause (a), (fb), (h) or (gi) of Article VII shall be in existence immediately before or after giving effect (including pro forma effect) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Section 4 Article III shall be true and correct in all material respects as of the LCT Test Datedate of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (4) as of the LCT Test Date, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of the four-Fiscal Quarter period then last ended and (5) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect); and
(ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (x) such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (y) such reaffirmation agreements and/or such amendments to the Credit Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Facilities are provided with the benefit of the applicable Credit Loan Documents. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Term Facilities, Facilities shall not exceed the sum of (A) $125,000,00050,000,000 plus (B) an unlimited additional amount such that, in the case of this clause (B) only, after giving effect (including pro forma effect) thereto (assuming full drawing under such Incremental Term Facilities), the Secured Net Leverage Ratio calculated on a pro forma basis for the Test Period shall not exceed 3.75 to 1.00; provided that, for the avoidance of doubt, Incremental Term Facilities may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. Each Incremental Term Facility shall be in an integral multiple of $5,000,000 10,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loans shall be effective, which shall be a date not less than five ten (510) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Loans being requested.
(b) Each Incremental Term Facility shall be secured by a pari passu Lien on the Collateral (and no other property) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Facility. No Subsidiary shall be a borrower or a guarantor under any Incremental Term Facility unless such Subsidiary is a Credit Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Term Secured Obligations. The Incremental Term Loans (i) if made as an increase in the principal amount of any existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans, (ii) shall not mature earlier than the Term Loan Maturity Date applicable to any then existing Term Loans (but may have amortization and/ or and/or customary prepayments prior to such date), (iv) shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then existing Term Loans, (v) except as set forth above, shall be treated substantially the same as (and in any event event, no more favorably than) the Term Loans and (vi) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect to any Incremental Term Loans incurred within twelve (12) months of the Closing Date, in the event that the All-in Yield for any such Incremental Term Loans shall be more than 0.50% higher than the corresponding All-in Yield for any then existing Term Loans, then the All-in Yield with respect to the any then existing Term Loans shall be increased by the amount necessary so that the difference between the All-in Yield with respect to the Incremental Term Loans and the All-in Yield on any then existing Term Loans is equal to 0.50%. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in this Section 2.23(b2.21(b) and of the effectiveness of any Incremental Term FacilityCommitments, in each case advising the Lenders of the details thereof.
(c) Incremental Term Facilities may be provided by any existing Lender (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Term Facility unless it so agrees in writing as provided in this Section 2.23 2.21 or (y) the right to provide all or any portion of any Incremental Term Facility) or by any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) (any such other bank, financial institution or other institutional lender or investor being called an “Additional Lender”); provided that, the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender or Additional Lender providing such Incremental Term Facility, to the extent such consent would be required under Section 10.6(c9.04(b) for an assignment of Loans or Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Term Facilities shall become Commitments under this Agreement pursuant to an amendment or amendment and restatement (each, an “Incremental Amendment”) of this Agreement and, as appropriate, the other Credit Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2 4.02 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Facilities for any purpose not prohibited by this Agreement.
(d) This Section 2.23 2.21 shall supersede any provisions in Section 2.16 2.19(c) or Section 10.5 9.02 to the contrary.
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Incremental Term Facilities. (a) The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent, request the establishment of one or more Incremental Term Facilities (which may take the form of an increase in the principal amount of any existing tranche of Term Loans); provided that, no Incremental Term Loans may be made unless:
(i) (A) except in the case of an Incremental Term Facility incurred to finance a Limited Condition TransactionConditionality Acquisition, (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, Loans and (2) the representations and warranties set forth in each Credit Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Incremental Term Facility, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (A)(2) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (3) immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of such four-Fiscal Quarter period then last ended and (B) in the case of an Incremental Term Facility incurred to finance a Limited Condition TransactionConditionality Acquisition, (1) as of the LCT Test Datedate of execution of the Limited Conditionality Acquisition Agreement by the parties thereto, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under Section 8.1(aclause (a), (fb), (h) or (gi) of Article VII shall be in existence immediately before or after giving effect (including pro forma effect) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Section 4 Article III shall be true and correct in all material respects as of the LCT Test Datedate of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (4) as of the LCT Test Date, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of the four-Fiscal Quarter period then last ended and (5) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect); and
(ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (x) such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (y) such reaffirmation agreements and/or such amendments to the Credit Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Facilities are provided with the benefit of the applicable Credit Loan Documents. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Term Facilities, when taken together with all previously incurred Incremental Equivalent Debt, shall not exceed the sum of (A) $125,000,000125,000,000 plus (B) an unlimited additional amount such that, in the case of this clause (B) only, after giving effect (including pro forma effect) thereto (assuming full drawing under such Incremental Term Facilities), the First Lien Net Leverage Ratio calculated on a pro forma basis for the Test Period (with any Incremental Equivalent Debt being deemed to constitute Indebtedness secured on a pari passu basis with the Secured Obligations for purposes of calculating the First Lien Net Leverage Ratio even if unsecured) shall not exceed 2.50 to 1.00; provided that, for the avoidance of doubt, Incremental Term Facilities may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. Each Incremental Term Facility shall be in an integral multiple of $5,000,000 10,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loans shall be effective, which shall be a date not less than five ten (510) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Loans being requested.
(b) Each Incremental Term Facility shall be secured by a pari passu Lien on the Collateral (and no other property) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Facility. No Subsidiary shall be a borrower or a guarantor under any Incremental Term Facility unless such Subsidiary is a Credit Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Term Secured Obligations. The Incremental Term Loans (i) if made as an increase in the principal amount of any existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans, (ii) shall not mature earlier than the Term Loan Maturity Date applicable to any then existing Term Loans (but may have amortization and/ or and/or customary prepayments prior to such date), (iv) shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then existing Term Loans, (v) except as set forth above, shall be treated substantially the same as (and in any event , no more favorably than) the Term Loans and (vi) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect to any Incremental Term Loans incurred within twelve (12) months of the Closing Date, in the event that the All-in Yield for any such Incremental Term Loans shall be more than 0.50% higher than the corresponding All-in Yield for any then existing Term Loans, then the All-in Yield with respect to the any then existing Term Loans shall be increased by the amount necessary so that the difference between the All-in Yield with respect to the Incremental Term Loans and the All-in Yield on any then existing Term Loans is equal to 0.50%. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in this Section 2.23(b) and of the effectiveness of any Incremental Term Facility, in each case advising the Lenders of the details thereof.
(c) Incremental Term Facilities may be provided by any existing Lender (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Term Facility unless it so agrees in writing as provided in this Section 2.23 or (y) the right to provide all or any portion of any Incremental Term Facility) or by other bank, financial institution or other institutional lender or investor (any such other bank, financial institution or other institutional lender or investor being called an “Additional Lender”); provided that, the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender or Additional Lender providing such Incremental Term Facility, to the extent such consent would be required under Section 10.6(c) for an assignment of Loans or Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Term Facilities shall become Commitments under this Agreement pursuant to an amendment or amendment and restatement (each, an “Incremental Amendment”) of this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Facilities for any purpose not prohibited by this Agreement.
(d) This Section 2.23 shall supersede any provisions in Section 2.16 or Section 10.5 to the contrary.2.21 60
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Incremental Term Facilities. (a) The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent, request the establishment of one or more Incremental Term Facilities (which may take the form of an increase in the principal amount of any existing tranche of Term Loans); provided that, no Incremental Term Loans may be made unless:
(i) (A) except in the case of an Incremental Term Facility incurred to finance a Limited Condition TransactionConditionality Acquisition, (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, Loans and (2) the representations and warranties set forth in each Credit Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Incremental Term Facility, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (A)(2) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (3) immediately after giving effect (including pro forma effect) to the making of such Incremental Term Loans, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of such four-Fiscal Quarter period then last ended and (B) in the case of an Incremental Term Facility incurred to finance a Limited Condition TransactionConditionality Acquisition, (1) as of the LCT Test Datedate of execution of the Limited Conditionality Acquisition Agreement by the parties thereto, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under Section 8.1(aclause (a), (fb), (h) or (gi) of Article VII shall be in existence immediately before or after giving effect (including pro forma effect) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Section 4 Article III shall be true and correct in all material respects as of the LCT Test Datedate of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (4) as of the LCT Test Date, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period of no greater than lesser of (x) 3.75:1.00 and (y) .25 less than the Secured Leverage Ratio required by Section 6.8 as of the four-Fiscal Quarter period then last ended and (5) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect); andand 69
(ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (x) such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (y) such reaffirmation agreements and/or such amendments to the Credit Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Facilities are provided with the benefit of the applicable Credit Loan Documents. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Term Facilities, Facilities shall not exceed the sum of (A) $125,000,00050,000,000 plus (B) an unlimited additional amount such that, in the case of this clause (B) only, after giving effect (including pro forma effect) thereto (assuming full drawing under suchthe Incremental Term Facilities then being established), the Secured Net Leverage Ratio calculated on a pro forma basis for the Test Period shall not exceed 3.753.25 to 1.00; provided that, for the avoidance of doubt, Incremental Term Facilities may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. Each Incremental Term Facility shall be in an integral multiple of $5,000,000 10,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loans shall be effective, which shall be a date not less than five ten (510) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Loans being requested.
(b) Each Incremental Term Facility shall be secured by a pari passu Lien on the Collateral (and no other property) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Facility. No Subsidiary shall be a borrower or a guarantor under any Incremental Term Facility unless such Subsidiary is a Credit Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Term Secured Obligations. The Incremental Term Loans (i) if made as an increase in the principal amount of any existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans, (ii) shall not mature earlier than the Term Loan Maturity Date applicable to any then existingthen-existing Term Loans (but may have amortization and/ or and/or customary prepayments prior to such date), (iviviii) shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then existingthen-existing Term Loans, (vviv) except as set forth above, shall be treated substantially the same as (and in any event event, no more favorably than) the Term Loans and (viviv) will accrue interest at rates rates, and with amortization, determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect during the period commencing on the Amendment No. 2 Effective Date and ending on the day immediately prior to any Incremental Term Loans incurred within twelve (12) months of the Closing Datefirst anniversary thereof, in the event that the All-in Yield for any such Incremental Term Loans shall be more than 0.50% higher than the corresponding All-in Yield for any then existingthen-existing Term Loans, then the All-in Yield with respect to the any then existingthen-existing Term Loans shall be increased by the amount necessary so that the difference between the All-in Yield with respect to the Incremental Term Loans and the All-in Yield on any then existingthen-existing Term Loans is equal to 0.50%. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in this Section 2.23(b2.21(b) and of the effectiveness of any Incremental Term FacilityCommitments, in each case advising the Lenders of the details thereof.. 70
(c) Incremental Term Facilities may be provided by any existing Lender (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Term Facility unless it so agrees in writing as provided in this Section 2.23 2.21 or (y) the right to provide all or any portion of any Incremental Term Facility) or by any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) (any such other bank, financial institution or other institutional lender or investor being called an “Additional Lender”); provided that, the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender or Additional Lender providing such Incremental Term Facility, to the extent such consent would be required under Section 10.6(c9.04(b) for an assignment of Loans or Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Term Facilities shall become Commitments under this Agreement pursuant to an amendment or amendment and restatement (each, an “Incremental Amendment”) of this Agreement and, as appropriate, the other Credit Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2 4.02 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Facilities for any purpose not prohibited by this Agreement.
(d) This Section 2.23 2.21 shall supersede any provisions in Section 2.16 2.19(c) or Section 10.5 9.02 to the contrary.
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