Incremental Term Facility. (a) Pursuant to Section 2.20 of the Credit Agreement, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loans, each of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 Loans. (b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date. (d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
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Samples: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Incremental Term Facility. (a) Pursuant Section 3.1. Subject to Section 2.20 satisfaction of the Credit Agreement, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loansconditions precedent contained in Article IV below, each of First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term B-1 Lenders will make Commitment Schedule attached as Schedule II hereto, with each such Incremental Term B-1 Loans Commitment to the Borrowers be effective as described in Section 2.01 of the Amended First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 Loans.
(b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Facility shall be drawn in full in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (i) the Term Credit shall increase by the Incremental Term Facility effected hereby and (ii) there shall be an automatic adjustment to the Term Loan Percentage in respect of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility.
Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for all purposes under of Section 2.5(b) of the Credit Agreement.
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Incremental Term Facility. (a) Pursuant Incremental Term Facility Commitments
(i) Each Borrower shall have the right, in consultation and coordination with the Agent as to Section 2.20 all of the Credit matters set forth below in this Clause 7.1, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Syndication Date and prior to the relevant Termination Date for the respective Tranche of Incremental Term Facility Advances that one or more Lenders or one or more Eligible Institutions provide to such Borrower Incremental Term Facility Commitments under such Tranche of Incremental Term Facility as designated in the respective Incremental Term Facility Commitment Agreement and, subject to the terms and conditions contained in this Agreement and in the respective Incremental Term Facility Commitment Agreement, make Incremental Term Facility Advances pursuant thereto, so long as:
(A) no Default or Event of Default then exists or would result therefrom and all of the Repeating Representations contained herein and in the other Finance Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(B) the Existing Borrower and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis after giving effect to each incurrence of Incremental Term Facility Advances and the application of the proceeds therefrom; and
(C) on or before the date of each Incremental Term Facility Commitment Agreement, the Existing Borrower shall have delivered to the Agent a certificate of the Authorised Representative of the Existing Borrower certifying (A) which provisions (if any) of the Permitted Subordinated Indebtedness Documents the respective incurrence of Incremental Term Facility Advances will be allowed under and demonstrating in reasonable detail that the full amount of such Incremental Term Facility Advances may be incurred in accordance with, and will not violate the provisions of, the Permitted Subordinated Indebtedness Document, (B) the ratio of Senior Indebtedness to Consolidated EBITDA is less than 3.00:1.00 (based on the Amendment No. 5 Effective Date, immediately after most recently delivered Compliance Certificate in accordance with paragraph (d) (Officer’s Certificates) of Clause 23.1 (Information Covenants)) and (C) the incurrence purpose of the use of the proceeds of such Tranche of Incremental Term B-1 LoansFacility.
(ii) Furthermore, it is understood and agreed that:
(A) no Lender shall be obligated to provide an Incremental Term Facility Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Facility Commitment and executed and delivered to that Borrower and the Agent an Incremental Term Facility Commitment Agreement as provided in paragraph (b) (Incremental Term Facility Commitment Agreement) of this Clause 7.1, such Lender shall not be obligated to fund any Incremental Term Facility Advances;
(B) any Lender (including Eligible Institutions) may so provide an Incremental Term Facility Commitment without the consent of the Agent or any other Lender;
(C) each Tranche of Incremental Term Facility Commitments shall be made available to the Borrowers;
(D) the amount of each Tranche of Incremental Term Facility Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Term Facility Commitment under such Tranche of Incremental Term Facility Advances of at least $50,000,000 (or the Euro Amount thereof as determined at the time that Incremental Term Facility Commitments are obtained);
(E) the aggregate amount of all Incremental Term Facility Commitments permitted to be provided pursuant to this Clause 7.1 shall not exceed $500,000,000 (excluding all amounts borrowed prior to the Fifth Amendment and Restatement Effective Date (or the Euro Amount thereof as determined at the time that such Incremental Term Facility Commitments are obtained) (it being understood and agreed, however, to the extent that any such Incremental Term Facility Commitments are obtained but later expire, terminate or are voluntarily reduced in each case without being utilised, the amount of such Incremental Term Facility Commitments so expired, terminated or voluntarily reduced may again be available to be obtained under this Clause 7.1 within the limits set forth herein);
(F) the up-front fees and, if applicable, any unutilised commitment fees and/or other fees, payable in respect of each Incremental Term Facility Commitment shall be separately agreed to by each relevant Borrower and each Incremental Term Facility Lender;
(G) each Tranche of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans Facility shall be part of the same Class as, and increase the amount of, the Term B-1 Loans.
(b) Each Incremental Term B-1 Lender have (i) confirms that it has received a copy Final Maturity Date of no earlier than the Final Maturity Date of the Amended Credit D Facilities and (ii) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then remaining for the D Facilities;
(H) any Incremental Term Facility Advance being incurred under any single Incremental Term Facility Commitment Agreement shall be used for Permitted Acquisitions and/or the redemption or repurchase of the Senior Subordinated Notes or New Senior Subordinated Notes (including, without limitation, any related redemption or repurchase fees). The date of the consummation of a Permitted Acquisition (as well as the date on which any Indebtedness assumed as part of such Permitted Acquisition is to be refinanced) or, as the case may be, the date of the redemption of the Senior Subordinated Notes or New Senior Subordinated Notes being prepaid with the proceeds of such Incremental Term Facility Advance, shall occur no later than 10 Business Days after the date of the incurrence of such Incremental Term Facility Advance;
(I) each Incremental Term Facility Commitment Agreement shall specifically designate, with the approval of the Agent, that the Tranche of the Incremental Term Facility Commitments being provided thereunder shall be a new Tranche which shall exist separately from any existing Tranche of the Incremental Term Facility, Incremental Term Facility Commitments or other Term Facility Advance, unless the requirements of paragraph (c) (Constitution of each Tranche of Incremental Term Facility) of this Clause 7.1 are satisfied in which case such Tranche shall be added on to an existing Tranche of the Incremental Term Facility (or Incremental Term Facility Commitments) or another D Facility Advance in accordance with paragraph (c) (Constitution of each Tranche of Incremental Term Facility) of this Clause 7.1;
(J) all Incremental Term Facility Advances (and all interest, fees and other amounts payable thereon) shall be obligations under this Agreement and the other Loan applicable Finance Documents and shall be secured by the Security Documents, together on a pari passu basis with copies all other Term Facility Outstandings; and
(K) each Lender agreeing to provide an Incremental Term Facility Commitment pursuant to an Incremental Term Facility Commitment Agreement shall, subject to the satisfaction of the financial statements referred relevant conditions set forth in this Agreement, make Incremental Term Facility Advances under the Tranche specified in such Incremental Term Facility Commitment Agreement as provided in Clause 4.2 (Conditions to therein Utilisation of Incremental Term Facility) and such other documents and information as it has Advances shall thereafter be deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other be Incremental Term B-1 Lender or any other Lender and based on Facility Advances under such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Tranche for all purposes of this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lenderapplicable Finance Documents.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
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Incremental Term Facility. (a) Pursuant Subject to Section 2.20 of the Credit Agreementterms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Amendment No. 5 Effective Date, immediately after Agents requesting to add additional term loans (the incurrence of the Term B-1 Loans, each of the "Incremental Term B-1 Lenders will make Loans"; and the credit facility for making any Incremental Term B-1 Loans is hereinafter referred to as the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The "Incremental Term B-1 Loans shall be part Facility") on not more than 3 occasions and in minimum principal amounts of the same Class as, $5,000,000 and increase the amount of, the Term B-1 Loans.
integral multiples of $1,000,000 in excess thereof (b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and or such other documents and information lower amount as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent may be agreed by the terms thereofAgents); provided, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of Administrative Agent shall have received a counterpart of this Amendment by each written request for such Incremental Term B-1 LenderLoan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, the Administrative Agent and the Borrowers and (ii) all conditions set forth in Section 5.02 shall have been satisfied and the delivery Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Agent Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a fully executed counterpart pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (including by way on a quarter-by-quarter basis) following the proposed date of telecopy or other electronic transmission) hereof, each of making the Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders party pursuant to this the applicable Incremental Facility Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Datebeen paid.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
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Incremental Term Facility. (a) Pursuant Provided there exists no Default, upon notice to Section 2.20 of the Credit AgreementAdministrative Agent (which shall promptly notify the Lenders) specifying in reasonable detail the proposed terms thereof, on the Borrowers may from time to time after the Amendment No. 5 Effective Date, immediately after request the incurrence establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”; the facility represented by such commitments and the term loans made thereunder, the “Incremental Term Loan Facility”) by an amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.22) not exceeding $250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of the Term B-1 Loanslesser of (x) $25,000,000 and (y) the entire remaining amount of new term loan commitments available under this Section, each and (ii) the Borrowers shall make no more than a total of the three requests for Incremental Term B-1 Lenders will make Incremental Term B-1 Loans Loan Commitments under this Section and/or increases in the Revolving Credit Facility under Section 2.22. At the time of sending such notice, the Borrowers and the Administrative Agent shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 LoansLenders).
(b) Each Lender shall notify the Administrative Agent within such time period whether or not it elects to provide such Incremental Term B-1 Lender Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all Lender’s ratable share of the obligations which by the terms Revolving Credit Facility as of the Amended Credit Agreement are required date of such notice) of such Incremental Term Loan Commitments. Any Lender approached to provide all or a portion of the Incremental Term Loans may elect or decline, in its sole discretion, to provide such loans thereunder. Any Lender not responding within such time period shall be performed by it as a Lenderdeemed to have declined to provide the Incremental Term Loans.
(c) Upon (i) The Administrative Agent shall promptly notify the execution Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a counterpart of this Amendment by each requested Incremental Term B-1 LenderFacility, the Borrowers may also invite Eligible New Lenders to become Incremental Term Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.
(d) If the Incremental Term Loans are made in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Incremental Term Effective Date”) and the final allocation of such Incremental Term Loans. The Administrative Agent shall promptly notify the Borrowers and the Incremental Term Lenders of the final allocation of such Incremental Term Loans and the Incremental Term Effective Date. The terms and conditions of any Incremental Term Loan Facility shall be identical to those of the Revolving Credit Facility (iiexcept to reflect the term loan nature of the Incremental Term Loan Facility including, that once repaid or prepaid, Incremental Term Loans cannot be re-borrowed), shall be governed by this Agreement, shall be unsecured and shall have the same guarantees as the Revolving Credit Facility. In connection with the making of the Incremental Term Loans, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Obligors and the Administrative Agent, without the consent of any Lender) to reflect any technical changes necessary to give effect to such Incremental Term Loan Facility in accordance with its terms as set forth herein (including the delivery addition of such Incremental Term Loans as a “Facility” hereunder) (such amendment, an “Incremental Term Loan Amendment Agreement”).
(e) As a condition precedent to such Incremental Term Facility,
(i) each Borrower shall deliver to the Administrative Agent a certificate of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each such Borrower dated as of the Incremental Term B-1 Lenders party Effective Date signed by a Responsible Officer of such Borrower, certifying and attaching the resolutions adopted by such Borrower approving or consenting to this Amendment such Incremental Term Facility, and certifying that the conditions precedent set out in the following subclauses (ii) through (v) have been satisfied (which certificate shall become a Lender under include supporting calculations demonstrating compliance with the Amended Credit Agreement and conditions set forth in clause (vi) below),
(ii) no Default shall have occurred and be continuing or would result from such increase,
(iii) the respective Incremental Term B-1 Commitment representations and warranties of the Obligors set forth on Schedule I heretoin this Agreement, effective and of each Credit Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects as of the Amendment No. 5 Incremental Term Effective Date., except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date,
(div) This Amendment shall constitute an Incremental Amendment (A) the maturity date with respect to the Incremental Term B-1 Facility shall not be prior to the Maturity Date and (B) the Incremental Term Facility shall not require any amortization payments to be made thereunder prior to the Maturity Date, except for, in the case of this clause (B), amortization payments in an aggregate amount not exceeding 5% of the aggregate principal amount of such Incremental Term Facility in any fiscal year of the Obligors, and
(v) immediately after giving effect to the Incremental Term Loan Commitments and the making of Incremental Term Loans thereunder, the Obligors shall be in Pro Forma Compliance (it being understood and agreed that the proceeds of such Incremental Term Loans shall not be included as Unrestricted Cash for all purposes of the calculation under this clause (v)), and
(vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 5.01 with respect to the Obligors and each other Credit AgreementParty evidencing the approval of such Incremental Term Loans by the Obligors and each other Credit Party.
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Incremental Term Facility. (a) Pursuant Subject to Section 2.20 the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the Credit Agreementproposed Incremental Term Loan, on (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Amendment No. 5 Effective DateAdministrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), immediately after (iii) the incurrence Administrative Borrower shall have delivered a certificate of the Term B-1 Loanschief financial officer of the Administrative Borrower, each demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Borrowers as described in Section 2.01 of Agents and the Amended Credit Agreement. The Lenders pursuant to the applicable Incremental Term B-1 Loans Facility Amendment shall be part of the same Class as, and increase the amount of, the Term B-1 Loanshave been paid.
(b) The aggregate original principal amount of all Incremental Term Loans shall not exceed $0 (after giving effect to the funding of the Term A-1 Loan on the Third Amendment Effective Date).
(c) Any existing Lender may, but shall not be obligated to, participate in any Incremental Term Facility on a pro rata basis. If the existing Lenders do not agree to make the amount of the Incremental Term Loan requested by the Borrowers, the Borrowers may seek one or more Persons acceptable to the Collateral Agent in its sole discretion to be added as Lenders for purposes of participating in such remaining portion.
(d) The pricing for any Incremental Term Loans shall be determined by the applicable Lenders and the Borrowers and set forth in the Incremental Facility Amendment; provided, that, the Effective Yield with respect to any Incremental Term Loan may be different than the Effective Yield of the Term Loan then outstanding to the extent provided in the applicable Incremental Facility Amendment; provided, further, that if at the time of the effectiveness of any Incremental Facility Amendment, the Effective Yield in respect of such Incremental Term Loan exceeds the Effective Yield on the then outstanding Loans, the Applicable Margin with respect to the then outstanding Loans shall be increased by the amount of such excess.
(e) No Incremental Term Loan shall mature earlier, or require earlier scheduled amortization, than the then outstanding Term Loan. The outstanding principal amount of the any Incremental Term Loan shall be repayable in accordance with the applicable Incremental Facility Amendment.
(f) Incremental Term Facilities shall rank pari passu in right of payment and pari passu with respect to security with the other Loans. Incremental Term Loans shall share ratably in any prepayments of the other outstanding Term Loans.
(g) The Weighted Average Life to Maturity of any Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loan.
(h) Each Incremental Term B-1 Facility shall be evidenced by an amendment (an "Incremental Facility Amendment") to this Agreement, executed by the Borrowers, the Agents and each Lender (iincluding any new Lender, if any) confirms that it has received providing a copy portion of the Amended Credit Agreement and Incremental Term Facility. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, together with copies of the financial statements referred to therein and such other documents new Loan Documents, as the Collateral Agent deems necessary to effect the modifications permitted by this Section 2.13. The Borrowers agree to pay the reasonable expenses of the Agents relating to any Incremental Facility Amendment and information as it has deemed appropriate the transactions contemplated thereby in accordance with Section 12.04. Notwithstanding anything to make its own credit analysis and decision the contrary in Section 12.02, neither the Incremental Facility Amendment, nor any such amendments to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofor such other new Loan Documents, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are shall be required to be performed executed or approved by it as a Lender.
(c) Upon (i) any Person, other than the execution of a counterpart of this Amendment by each Incremental Term B-1 LenderLoan Parties, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of Lenders providing a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each portion of the Incremental Term B-1 Lenders party Facility and the Agents, in order to this Amendment shall become a Lender under be effective; provided that the Amended Credit Agreement execution and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as approval of the Amendment No. 5 Effective DateAdministrative Agent in respect of any such Incremental Facility Amendment, any such amendment to the other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayed.
(di) This Amendment shall constitute an Incremental Amendment with respect Except to the extent otherwise permitted above, all Incremental Term B-1 Loans for all purposes under shall be on substantially the Credit Agreementsame terms and conditions applicable to the other outstanding Term Loan or as otherwise reasonably acceptable to the Collateral Agent.
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Incremental Term Facility. Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Company shall have the right at any time and from time to time, prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of term loans (aeach, an “Incremental Term Facility” and collectively the “Incremental Term Facilities”). The following terms and conditions shall apply to the Incremental Term Facilities: (i) Pursuant the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than the Term Loan Maturity Date, (iv) each Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (v) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) each Incremental Term Facility shall be in a minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (vii) the aggregate amount of all Incremental Term Facilities and all Incremental Revolving Facilities (if any) shall not exceed $250,000,000 at any time, (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11; provided that such proceeds shall not be used to repay, prepay or otherwise refinance the Secured Bridge Loan Obligations, (ix) the Company shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) the Secured Bridge Loan shall have been repaid in full prior to the effectiveness of any such Incremental Term Facility and (xii) the Administrative Agent shall have received from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 2.20 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. Participation in Incremental Term Facilities shall be offered first to each of the Credit Agreementexisting Lenders, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loans, but each such Lender shall have no obligation to provide all or any portion of the Incremental Term B-1 Lenders will make Facilities. If the amount of any Incremental Term B-1 Loans Facility requested by the Company shall exceed the commitments which the existing Lenders are willing to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The provide with respect to such Incremental Term B-1 Loans shall be part of Facility, then the same Class asCompany may invite other banks, financial institutions and increase the amount of, the Term B-1 Loans.
(b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred investment funds reasonably acceptable to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and the other Loan Documents investment funds shall enter into such joinder agreements to give effect thereto as are delegated to the Administrative Agent by the terms thereofmay reasonably request. The Administrative Agent is authorized to enter into, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all on behalf of the obligations which by Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each any new Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective DateFacility therein.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 1 contract
Samples: First Lien Credit Agreement (GateHouse Media, Inc.)
Incremental Term Facility. Subject to the terms and conditions set forth herein, the Company shall have the right, at any time and from time to time (but not to exceed two (2) increases in the aggregate) prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loan Committed Amount or an additional tranche or tranches of term loan (each an “Incremental Term Facility”) an aggregate amount of up to $50,000,000. The following terms and conditions shall apply to each Incremental Term Facility: (a) Pursuant the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Incremental Term Facility shall have a maturity date no sooner than the Term Loan Maturity Date and a weighted average life to Section 2.20 of maturity no shorter than the Credit Agreement, on the Amendment No. 5 Effective Date, immediately after the incurrence weighted average life to maturity of the Term B-1 Loans, each Loan at the time of the Incremental Term B-1 Lenders will make Loan Facility advance, (c) any such Incremental Term B-1 Loans Facility shall be entitled to the Borrowers same voting rights as described the existing Term Loan and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (d) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 2.01 3.11, (g) the Company shall execute a Term Note in favor of any new Lender requesting a Term Note, (h) the Amended conditions to Extensions of Credit Agreement. The Incremental Term B-1 Loans in Section 4.2 shall be part of the same Class as, have been satisfied and increase the amount of, the Term B-1 Loans.
(b) Each Incremental Term B-1 Lender (i) confirms that it has the Administrative Agent shall have received a copy of from the Amended Credit Agreement Company updated financial projections and the other Loan Documentsan officer’s certificate, together with copies of the financial statements referred in each case in form and substance reasonably satisfactory to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangersdemonstrating that, after giving effect to any other such Incremental Term B-1 Facility on a Pro Forma Basis, the Company will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. Participation in the Incremental Term Facility may be offered to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Term Facility. The Company may invite other Lender banks, financial institutions and based on such documents and information as it shall deem appropriate at the time, continue investment funds reasonably acceptable to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended join this Credit Agreement as Lenders hereunder, provided that such other banks, financial institutions and the other Loan Documents investment funds shall enter into such joinder agreements to give effect thereto as are delegated to the Administrative Agent by the terms thereofmay reasonably request. The Administrative Agent is authorized to enter into, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all on behalf of the obligations which by Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each any new Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective DateFacility therein.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Lionbridge Technologies Inc /De/)
Incremental Term Facility. (a) Pursuant Subject to Section 2.20 the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the Credit Agreementproposed Incremental Term Loan, on (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Amendment No. 5 Effective DateAdministrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), immediately after (iii) the incurrence Administrative Borrower shall have delivered a certificate of the Term B-1 Loanschief financial officer of the Administrative Borrower, each demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Borrowers as described in Section 2.01 of Agents and the Amended Credit Agreement. The Lenders pursuant to the applicable Incremental Term B-1 Loans Facility Amendment shall be part of the same Class as, and increase the amount of, the Term B-1 Loanshave been paid.
(b) Each The aggregate original principal amount of all Incremental Term B-1 Lender Loans shall not exceed $0 (i) confirms that it has received a copy after giving effect to the funding of the Amended Credit Agreement and Term A-1 Loan on the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Third Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date).
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 1 contract
Incremental Term Facility. (a) Pursuant to Section 2.20 2.14 of the Credit Loan Agreement, on the Amendment No. 5 7 Effective Date, immediately after the incurrence of the Term B-1 A-1 Loans, each of the Incremental Term B-1 A-1 Lenders will make Incremental Term B-1 A-1 Loans to the Borrowers Borrower as described in Section 2.01 2.1 of the Amended Credit Loan Agreement. The Incremental Term B-1 A-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 A-1 Loans.
(b) Each Incremental Term B-1 A-1 Lender (i) confirms that it has received a copy of the Amended Credit Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, Arrangers or any other Incremental Term B-1 A-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Loan Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Loan Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 A-1 Lender, the Administrative Agent and the Borrowers Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 A-1 Lenders party to this Amendment shall become a Lender Lenders under the Amended Credit Loan Agreement and shall have the respective Incremental Term B-1 A-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 7 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 A-1 Loans for all purposes under the Credit Loan Agreement.
Appears in 1 contract
Incremental Term Facility. (a) Pursuant Incremental Term Facility Commitments
(i) Each Borrower shall have the right, in consultation and coordination with the Agent as to Section 2.20 all of the Credit matters set forth below in this Clause 7.1, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Syndication Date and prior to the relevant Termination Date for the respective Tranche of Incremental Term Facility Advances that one or more Lenders or one or more Eligible Institutions provide to such Borrower Incremental Term Facility Commitments under such Tranche of Incremental Term Facility as designated in the respective Incremental Term Facility Commitment Agreement and, subject to the terms and conditions contained in this Agreement and in the respective Incremental Term Facility Commitment Agreement, make Incremental Term Facility Advances pursuant thereto, so long as:
(A) no Default or Event of Default then exists or would result therefrom and all of the Repeating Representations contained herein and in the other Finance Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(B) the Existing Borrower and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis after giving effect to each incurrence of Incremental Term Facility Advances and the application of the proceeds therefrom; and
(C) on or before the date of each Incremental Term Facility Commitment Agreement, the Existing Borrower shall have delivered to the Agent a certificate of the Authorised Representative of the Existing Borrower certifying (A) which provisions (if any) of the Permitted Subordinated Indebtedness Documents the respective incurrence of Incremental Term Facility Advances will be allowed under and demonstrating in reasonable detail that the full amount of such Incremental Term Facility Advances may be incurred in accordance with, and will not violate the provisions of, the Permitted Subordinated Indebtedness Document, (B) the ratio of Senior Indebtedness to Consolidated EBITDA is less than 3.00:1.00 (based on the Amendment No. 5 Effective Date, immediately after most recently delivered Compliance Certificate in accordance with paragraph (d) (Officer’s Certificates) of Clause 23.1 (Information Covenants)) and (C) the incurrence purpose of the use of the proceeds of such Tranche of Incremental Term B-1 LoansFacility.
(ii) Furthermore, it is understood and agreed that:
(A) no Lender shall be obligated to provide an Incremental Term Facility Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Facility Commitment and executed and delivered to that Borrower and the Agent an Incremental Term Facility Commitment Agreement as provided in paragraph (b) (Incremental Term Facility Commitment Agreement) of this Clause 7.1, such Lender shall not be obligated to fund any Incremental Term Facility Advances;
(B) any Lender (including Eligible Institutions) may so provide an Incremental Term Facility Commitment without the consent of the Agent or any other Lender;
(C) each Tranche of Incremental Term Facility Commitments shall be made available to the Borrowers;
(D) the amount of each Tranche of Incremental Term Facility Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Term Facility Commitment under such Tranche of Incremental Term Facility Advances of at least $50,000,000 (or the Euro Amount thereof as determined at the time that Incremental Term Facility Commitments are obtained);
(E) the aggregate amount of all Incremental Term Facility Commitments permitted to be provided pursuant to this Clause 7.1 shall not exceed $500,000,000 (excluding all amounts borrowed prior to the Fifth Amendment and Restatement Effective Date (or the Euro Amount thereof as determined at the time that such Incremental Term Facility Commitments are obtained) (it being understood and agreed, however, to the extent that any such Incremental Term Facility Commitments are obtained but later expire, terminate or are voluntarily reduced in each case without being utilised, the amount of such Incremental Term Facility Commitments so expired, terminated or voluntarily reduced may again be available to be obtained under this Clause 7.1 within the limits set forth herein);
(F) the up-front fees and, if applicable, any unutilised commitment fees and/or other fees, payable in respect of each Incremental Term Facility Commitment shall be separately agreed to by each relevant Borrower and each Incremental Term Facility Lender;
(G) each Tranche of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans Facility shall be part of the same Class as, and increase the amount of, the Term B-1 Loans.
(b) Each Incremental Term B-1 Lender have (i) confirms that it has received a copy Final Maturity Date of no earlier than the Final Maturity Date of the Amended Credit D Facilities and (ii) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then remaining for the D Facilities;
(H) any Incremental Term Facility Advance being incurred under any single Incremental Term Facility Commitment Agreement shall be used for Permitted Acquisitions and/or the redemption or repurchase of the Senior Subordinated Notes or New Senior Subordinated Notes (including, without limitation, any related redemption or repurchase fees). The date of the consummation of a Permitted Acquisition (as well as the date on which any Indebtedness assumed as part of such Permitted Acquisition is to be refinanced) or, as the case may be, the date of the redemption of the Senior Subordinated Notes or New Senior Subordinated Notes being prepaid with the proceeds of such Incremental Term Facility Advance, shall occur no later than 10 Business Days after the date of the incurrence of such Incremental Term Facility Advance;
(I) each Incremental Term Facility Commitment Agreement shall specifically designate, with the approval of the Agent, that the Tranche of the Incremental Term Facility Commitments being provided thereunder shall be a new Tranche which shall exist separately from any existing Tranche of the Incremental Term Facility, Incremental Term Facility Commitments or other Term Facility Advance, unless the requirements of paragraph (c) (Constitution of each Tranche of Incremental Term Facility) of this Clause 7.1 are satisfied in which case such Tranche shall be added on to an existing Tranche of the Incremental Term Facility (or Incremental Term Facility Commitments) or another D Facility Advance in accordance with paragraph (c) (Constitution of each Tranche of Incremental Term Facility) of this Clause 7.1;
(J) all Incremental Term Facility Advances (and all interest, fees and other amounts payable thereon) shall be obligations under this Agreement and the other Loan applicable Finance Documents and shall be secured by the Security Documents, together on a pari passu basis with copies all other Term Facility Outstandings; and
(K) each Lender agreeing to provide an Incremental Term Facility Commitment pursuant to an Incremental Term Facility Commitment Agreement shall, subject to the satisfaction of the financial statements referred relevant conditions set forth in this Agreement, make Incremental Term Facility Advances under the Tranche specified in such Incremental Term Facility Commitment Agreement as provided in Clause 4.2 (Conditions to therein Utilisation of Incremental Term Facility) and such other documents and information as it has Advances shall thereafter be deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other be Incremental Term B-1 Lender or any other Lender and based on Facility Advances under such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Tranche for all purposes of this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lenderapplicable Finance Documents.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 1 contract
Samples: Senior Facilities Agreement (Corporate Express N.V.)
Incremental Term Facility. The aggregate Incremental Term Commitments of $_______ provided hereunder [shall be designated “Tranche __Incremental Term Facility] (the “[Tranche __] Incremental Term Facility”) [and the Incremental Term Loans made thereunder shall be designated Tranche __Incremental Term Loans] [see footnote 1 regarding tranches] shall, in addition to the terms and conditions set forth in the Credit Agreement, have the following terms and conditions:
(a) Pursuant The Incremental Term Facility Closing Date must occur on or prior to _______, 20__ (the “Termination Date”), which shall in no event be less than ten Business Days from the date of this Supplement;
(b) The Maturity Date shall be _______, 20__;
(c) The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Lenders the aggregate principal amount of all [Tranche __] Incremental Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the 1 It may be advisable to create a tranche of Incremental Term Facility if it is contemplated that there will be multiple series of Incremental Term Facilities. If only one Incremental Term Facility is contemplated, creating a tranche would not be necessary. order of priority set forth in Section 2.20 2.06 of the Credit Agreement): Date Amount provided, on however, that the Amendment No. 5 Effective Date, immediately after the incurrence final principal repayment installment of the Term B-1 Loans, each of the [Tranche __] Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part repaid on the Maturity Date for the [Tranche __] Incremental Term Facility under which such [Tranche __] Incremental Term Loans were made and in any event shall be in an amount equal to the aggregate principal amount of the same Class as, and increase the amount of, the all [Tranche __] Incremental Term B-1 Loans.Loans outstanding on such date;
(bd) Each The Applicable Rate for the [Tranche __] Incremental Term B-1 Lender Loans shall be (i) confirms that it has received with respect to Base Rate Loans, a copy of the Amended Credit Agreement and the other Loan Documentsrate per annum equal to ___%, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to Eurodollar Loans, a rate per annum equal to ___%; and
(e) The making of the [Tranche __] Incremental Term B-1 Loans for all purposes under shall be subject to the provisions of Sections 2.01(b), 2.02 and 4.02 of the Credit Agreement.
Appears in 1 contract
Incremental Term Facility. (a) Pursuant Subject to Section 2.20 the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the “Incremental Term Loans”; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the “Incremental Term Facility”) on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the Credit Agreementproposed Incremental Term Loan, on (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Amendment No. 5 Effective DateAdministrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), immediately after (iii) the incurrence Administrative Borrower shall have delivered a certificate of the Term B-1 Loanschief financial officer of the Administrative Borrower, each demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Borrowers as described in Section 2.01 of Agents and the Amended Credit Agreement. The Lenders pursuant to the applicable Incremental Term B-1 Loans Facility Amendment shall be part of the same Class as, and increase the amount of, the Term B-1 Loanshave been paid.
(b) The aggregate original principal amount of all Incremental Term Loans shall not exceed $25,000,000.
(c) Any existing Lender may, but shall not be obligated to, participate in any Incremental Term Facility on a pro rata basis. If the existing Lenders do not agree to make the amount of the Incremental Term Loan requested by the Borrowers, the Borrowers may seek one or more Persons acceptable to the Collateral Agent in its sole discretion to be added as Lenders for purposes of participating in such remaining portion.
(d) The pricing for any Incremental Term Loans shall be determined by the applicable Lenders and the Borrowers and set forth in the Incremental Facility Amendment; provided, that, the Effective Yield with respect to any Incremental Term Loan may be different than the Effective Yield of the Term Loan then outstanding to the extent provided in the applicable Incremental Facility Amendment; provided, further, that if at the time of the effectiveness of any Incremental Facility Amendment, the Effective Yield in respect of such Incremental Term Loan exceeds the Effective Yield on the then outstanding Loans, the Applicable Margin with respect to the then outstanding Loans shall be increased by the amount of such excess.
(e) No Incremental Term Loan shall mature earlier, or require earlier scheduled amortization, than the then outstanding Term Loan. The outstanding principal amount of the any Incremental Term Loan shall be repayable in accordance with the applicable Incremental Facility Amendment.
(f) Incremental Term Facilities shall rank pari passu in right of payment and pari passu with respect to security with the other Loans. Incremental Term Loans shall share ratably in any prepayments of the other outstanding Term Loans.
(g) The Weighted Average Life to Maturity of any Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loan.
(h) Each Incremental Term B-1 Facility shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, executed by the Borrowers, the Agents and each Lender (iincluding any new Lender, if any) confirms that it has received providing a copy portion of the Amended Credit Agreement and Incremental Term Facility. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, together with copies of the financial statements referred to therein and such other documents new Loan Documents, as the Collateral Agent deems necessary to effect the modifications permitted by this Section 2.13. The Borrowers agree to pay the reasonable expenses of the Agents relating to any Incremental Facility Amendment and information as it has deemed appropriate the transactions contemplated thereby in accordance with Section 12.04. Notwithstanding anything to make its own credit analysis and decision the contrary in Section 12.02, neither the Incremental Facility Amendment, nor any such amendments to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofor such other new Loan Documents, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are shall be required to be performed executed or approved by it as a Lender.
(c) Upon (i) any Person, other than the execution of a counterpart of this Amendment by each Incremental Term B-1 LenderLoan Parties, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of Lenders providing a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each portion of the Incremental Term B-1 Lenders party Facility and the Agents, in order to this Amendment shall become a Lender under be effective; provided that the Amended Credit Agreement execution and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as approval of the Amendment No. 5 Effective DateAdministrative Agent in respect of any such Incremental Facility Amendment, any such amendment to the other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayed.
(di) This Amendment shall constitute an Incremental Amendment with respect Except to the extent otherwise permitted above, all Incremental Term B-1 Loans for all purposes under shall be on substantially the Credit Agreementsame terms and conditions applicable to the other outstanding Term Loan or as otherwise reasonably acceptable to the Collateral Agent.
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Incremental Term Facility. The aggregate Incremental Term Commitments of $ provided hereunder [shall be designated “Tranche Incremental Term Facility] (the “[Tranche ] Incremental Term Facility”) [and the Incremental Term Loans made thereunder shall be designated Tranche Incremental Term Loans] [see footnote 1 regarding tranches] shall, in addition to the terms and conditions set forth in the Credit Agreement, have the following terms and conditions:
(a) Pursuant The Incremental Term Facility Closing Date must occur on or prior to , 20 (the “Termination Date”), which shall in no event be less than ten Business Days from the date of this Supplement;
(b) The Maturity Date shall be , 20 ;
(c) The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Lenders the aggregate principal amount of all [Tranche ] Incremental Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.20 2.06 of the Credit Agreement): provided, on however, that the Amendment No. 5 Effective Date, immediately after the incurrence final principal repayment installment of the Term B-1 Loans, each of the [Tranche ] Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part repaid on the Maturity Date for the [Tranche ] Incremental Term Facility under which such [Tranche ] Incremental Term Loans were made and in any event shall be in an amount equal to the aggregate principal amount of the same Class as, and increase the amount of, the all [Tranche ] Incremental Term B-1 Loans.Loans outstanding on such date;
(bd) Each The Applicable Rate for the [Tranche ] Incremental Term B-1 Lender Loans shall be (i) confirms that it has received with respect to Base Rate Loans, a copy of the Amended Credit Agreement and the other Loan Documentsrate per annum equal to %, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to Eurodollar Loans, a rate per annum equal to %; and
(e) The making of the [Tranche ] Incremental Term B-1 Loans for all purposes under shall be subject to the provisions of Sections 2.01(c), 2.02 and 4.02 of the Credit Agreement.
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Incremental Term Facility. (a) Pursuant to Section 2.20 of the First Lien Credit Agreement, on the Amendment No. 5 4 Effective Date, immediately after the incurrence of the Term B-1 B-2 Loans, each of the Incremental Term B-1 B-2 Lenders will make Incremental Term B-1 B-2 Loans to the Borrowers Borrower as described in Section 2.01 2.02 of the Amended Credit Agreement. The Incremental Term B-1 B-2 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 B-2 Loans.
(b) Each Incremental Term B-1 B-2 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 B-2 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 B-2 Lender, the Administrative Agent and the Borrowers Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 B-2 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 B-2 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 4 Effective Date.
(d) This Amendment shall constitute (i) an Incremental Facility Amendment and (ii) a notice to the Administrative Agent as required pursuant to Section 2.20 of the Amended Credit Agreement, in each case, with respect to the Incremental Term B-1 B-2 Loans for all purposes under the First Lien Credit Agreement.
(e) Pursuant to Section 2.20 of the Amended Credit Agreement and subject to the terms and conditions set forth herein, effective as of the Amendment No. 4 Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term B-2 Commitments shall constitute “Term Commitments”, (ii) the Incremental Term B-2 Loans shall constitute “Incremental Term Loans” and “Term Loans” and (iii) each Incremental Term B-2 Lender shall constitute an
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