Incremental Term Loan Facility. (a) Subject to the conditions set forth below, at any time prior to the Tranche A-1 Term Loan Maturity Date, the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "Incremental Term Loan Notification") to the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective Date. (b) Each Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing an Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in each case in accordance with this Section 2.6; provided that no existing Lender shall have any obligation to provide any portion of such Incremental Term Loan and the failure by any existing Lender to respond to an Incremental Term Loan Notification within ten (10) days of the Administrative Agent's receipt thereof shall be deemed to be a refusal of such request by such existing Lender. (c) The following terms and conditions shall apply to each Incremental Term Loan: (i) such Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis; (ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time; (iii) the initial principal amount of each such Incremental Term Loan shall not be less than $100,000,000, or if less, the remaining amount permitted pursuant to clause (ii) above; (iv) each Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date; (v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender; (vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9; (vii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Term Loan Effective Date or after giving effect to the making of any such Incremental Term Loan; (viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan; (ix) the Borrower and each Incremental Term Loan Lender shall execute and deliver one or more Incremental Term Loan Agreements to the Administrative Agent, for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and the Borrower and shall be in form and substance reasonably satisfactory to the Administrative Agent; (x) the terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and (xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental Term Loan as and to the extent it may reasonably request. (d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above. (e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Dean Foods Co/)
Incremental Term Loan Facility. (ai) Subject In addition to the conditions set forth belowBorrowings of Term Loans pursuant to Section 2.01(b), at any time prior and from time to the Tranche A-1 Term Loan Maturity Datetime so long as, the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "Incremental Term Loan Notification") to the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective Date.
(b) Each Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing an Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in each case in accordance with this Section 2.6; provided that no existing Lender shall have any obligation to provide any portion of such Incremental Term Loan and the failure by any existing Lender to respond to an Incremental Term Loan Notification within ten (10) days of the Administrative Agent's receipt thereof shall be deemed to be a refusal of such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
(iii) the initial principal amount of each such Incremental Term Loan shall not be less than $100,000,000, or if less, the remaining amount permitted pursuant to clause (ii) above;
(iv) each Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date before and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewithunder this Section 2.01(c), the Borrower is in pro forma compliance with the requirements of Section 5.9;
(vii) no Default or Event of Default shall have occurred and be continuing as continuing, the Borrower may, by notice to the Administrative Agent, request that one or more Persons (which may include any Lender) offer, in their sole discretion, to enter into commitments ("Incremental Term Commitments") to make additional Term Loans, which shall be used only to fund Permitted Acquisitions permitted under Section 7.02(f), in an aggregate principal amount not to exceed $20,000,000 ("Incremental Term Loans"); it being understood that, the consent of the Administrative Agent to such Person becoming a Lender hereunder shall be required to the extent such consent would be required by Section 10.07(b) if such Person was an assignee of Term Loans.
(ii) If any such Persons and the Borrower agree as to the terms on which such Incremental Term Commitments shall be available, including the amount of such Incremental Term Commitments and the Applicable Rate applicable to outstanding Incremental Term Loans, the 39 Keystone Senior Credit Agreement Borrower, such Persons (the "Incremental Term Lenders") and the Administrative Agent shall execute and deliver an appropriate amendment (the "Incremental Term Loan Effective Date or Amendment"), and thereafter the Incremental Term Lenders shall be obligated, subject to the terms and conditions set forth herein, to make Incremental Term Loans to the Borrower under this Agreement in amounts equal to their respective Incremental Term Commitments as specified in the Incremental Term Loan Amendment.
(iii) From and after the execution of the Incremental Term Loan Amendment, (A) for purposes of this Agreement, any Incremental Term Commitments shall be "Term Commitments" hereunder, any Incremental Term Lenders shall be "Term Lenders" hereunder and any Incremental Term Loans shall be "Term Loans" hereunder, in each case subject to the terms of this Agreement, and (B) the amount of each scheduled prepayment of the Term Loans to be made pursuant to Section 2.08(b) after the date such Incremental Term Loans are made (the "Applicable Incremental Term Loans") shall be increased by an amount equal to the Applicable Percentage of the aggregate principal amount of the Applicable Incremental Term Loans. "Applicable Percentage" means, with respect to each scheduled prepayment of Term Loans to be made pursuant to Section 2.08(b), the aggregate principal amount of the Term Loans to be repaid on such prepayment date (without giving effect to any reduction thereof pursuant to Section 2.08(c)) divided by the aggregate principal amount of the Term Loans then outstanding, expressed as a percentage and calculated prior to giving effect to the making of any such the Applicable Incremental Term Loan;
(viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower and each Incremental Term Loan Lender shall execute and deliver one or more Incremental Term Loan Agreements to the Administrative Agent, for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and the Borrower and shall be in form and substance reasonably satisfactory to the Administrative Agent;
(x) the terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental Term Loan as and to the extent it may reasonably requestLoans.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above.
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date.
Appears in 1 contract
Incremental Term Loan Facility. (a) Subject The Borrower and CoBank may agree, and from time to the conditions set forth below, at any time prior to the Tranche A-1 Term Loan Maturity Date, the Borrower shall have the righttime, upon not less than fifteen (15) at least 30 days' ’ prior written notice to the Administrative Agent, that CoBank shall make an additional term loan facility available to the Borrower under this Subsection 9 (an "the “Incremental Term Loan Notification") to Facility”; the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request commitment thereunder, an “Incremental Term Loan Commitments under this AgreementCommitment”). Such The Incremental Term Loan Notification Facility, if any, shall specify be documented by a supplement to the applicable Incremental Term Loan Effective Date.
MLA (bor restatement thereof) Each signed by the Borrower and CoBank. Notwithstanding the foregoing: (i) the principal amount of the Incremental Term Loan Commitment shall not exceed $6,000,000; (ii) CoBank shall not be obtained from existing Lenders or from other banksobligated to participate in such increase, financial institutions or Approved Funds which decision shall be made in the sole discretion of CoBank; (iii) to the extent that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with any applicable interest rate margins for the existing Lenders providing an Incremental Term Loan Commitment with respect to such Incremental Term Facility exceed by more than 0.25% the applicable interest rate margins for the Loan, determined as of the "initial funding date for the Incremental Term Loan Lenders")Facility, in each case in accordance with this Section 2.6; provided the Applicable Margin for the Loan shall be increased so that no existing Lender shall have any obligation to provide any portion of such the interest rate margins on the Incremental Term Loan Facility and the failure by Loan are equal; (iv) any existing Lender covenant or Event of Default applicable to respond to an the Incremental Term Loan Notification within ten (10) days Facility that is more restrictive than the equivalent covenant or Event of the Administrative Agent's receipt thereof Default set forth in this Agreement shall be deemed to be a refusal of such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
(iii) the initial principal amount of each such Incremental Term Loan shall not be less than $100,000,000, or if less, the remaining amount permitted pursuant to clause (ii) above;
(iv) each Incremental Term Loan will mature and amortize in a manner reasonably acceptable applicable to the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
hereunder; (v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9;
(vii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Term Loan Effective Date or result after giving effect to the making of any such Incremental Term Loan;
(viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower and each Incremental Term Loan Lender shall execute Facility and deliver one or more Incremental Term Loan Agreements to the Administrative Agentborrowings contemplated thereunder, for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and the Borrower and shall be in form pro forma compliance with the financial covenants contained in Subsection 8(I) of the MLA; and substance reasonably satisfactory to the Administrative Agent;
(xvi) the terms and conditions applicable to such Incremental Term Loan shall, except to Revolver Increase (as defined in the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xiSecond Supplement) the Administrative Agent shall not have taken place. CoBank shall have received any documents or informationno obligation, including opinions of counsel, in connection with such Incremental Term Loan as and to the extent it may reasonably request.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth no right, to participate in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan Facility. Amended and Restated Third Supplement to the Borrower on the applicable Incremental Term Amended and Restated Master Loan Effective Date in an amount equal to the Incremental Term Agreement/New Ulm Telecom, Inc. Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above.
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date.No. RX0583-T3A
Appears in 1 contract
Samples: Third Supplement to the Amended and Restated Master Loan Agreement (New Ulm Telecom Inc)
Incremental Term Loan Facility. (a) Subject to the conditions set forth below, at any time prior to the Tranche A-1 Term Loan Maturity Date, the Borrower shall have the right, upon not less than fifteen (15) days' prior The Borrowers may by written notice (an "Incremental Term Loan Notification"which notice may be delivered no more than three times) to the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) elect to request the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), in an aggregate principal amount not in excess of $100,000,000. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrowers propose that the Incremental Term Loan Commitments under this Agreement. Such shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Lender or other Person providing such Incremental Term Loan Notification shall specify the applicable Commitments (each, an “Incremental Term Loan Effective Date.
(bLender”) Each Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with whom the existing Lenders providing an Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in each case in accordance with this Section 2.6; provided that no existing Lender shall have any obligation to provide Borrowers propose any portion of such Incremental Term Loan Commitments be allocated and the failure by amounts of such allocations; provided that any existing Lender approached to respond provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Notification within ten (10) days of the Administrative Agent's receipt thereof shall be deemed to be a refusal of such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Commitment. Such Incremental Term Loan Commitments shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
(iii) the initial principal amount of each such Incremental Term Loan shall not be less than $100,000,000, or if less, the remaining amount permitted pursuant to clause (ii) above;
(iv) each Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes become effective as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender;
Increased Amount Date; provided that (vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9;
(viiA) no Default or Event of Default shall have occurred and be continuing as on such Increased Amount Date both before and after giving effect to the establishment of the applicable such Incremental Term Loan Effective Date or Commitments and any borrowings thereunder; (B) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 4.2 shall be satisfied; (C) AVG Technologies (or the Surviving Borrower, if applicable) shall be in pro forma compliance with each of the covenants set forth in Section 6.1 as of the last day of the most recently ended Reference Period after giving effect to such Incremental Term Loan;
Loan Commitments and any borrowings thereunder, assuming, in the case of the Consolidated Leverage Ratio, that the applicable maximum level set forth in Section 6.1(a) for the last day of the most recently ended Reference Period was 0.50:1.00 lower than the maximum level of the Consolidated Leverage Ratio actually set forth therein; (viiiD) the Administrative Agent Incremental Term Loan Commitments shall have received a resolution duly adopted be effected pursuant to one or more Joinder Agreements executed and delivered by the governing body of Borrowers, the Incremental Term Loan Lenders and the Administrative Agent, each of which shall be recorded in the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower Register, and each Incremental Term Loan Lender shall execute and deliver one or more be subject to the requirements set forth in Section 2.17(f); (E) the aggregate principal amount of Incremental Term Loan Agreements Loans from any Series to be made by Sponsor Assignees may not exceed 10% of the aggregate principal amount of all Incremental Term Loans in such Series and the making of such Incremental Term Loans by each Sponsor Assignee shall be subject to the conditions set forth in Sections 9.6(c)(ii)(A), 9.6(c)(ii)(B), 9.6(c)(ii)(C), 9.6(c)(ii)(D) and 9.6(c)(ii)(F); and (F) the Borrowers shall deliver or cause to be delivered to the Administrative AgentAgent any legal opinions of counsel to the Loan Parties or other documents (including, for its acceptance and recording in without limitation, modifications of the Register, which shall be acknowledged Security Documents) reasonably requested by the Administrative Agent and the Borrower and in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be in form and substance reasonably satisfactory designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement.
(b) On any Increased Amount Date with respect to a given Series, subject to the Administrative Agent;
(x) satisfaction of the foregoing terms and conditions applicable to such conditions, (i) each Incremental Term Loan shall, except Lender of such Series shall make a Loan to the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Borrowers (an “Incremental Term Loan; and”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made by it pursuant thereto.
(xic) the The Administrative Agent shall have received any documents or information, including opinions notify the Lenders promptly upon receipt of counsel, the Borrowers’ notice of each Increased Amount Date and in connection with such respect thereof the Series of Incremental Term Loan as Commitments and to the extent it may reasonably requestIncremental Term Loan Lenders of such Series.
(d) Upon With the executionexception of the weighted average life to maturity, delivery, acceptance and recording of the applicable Incremental Term Loan AgreementMaturity Date and the yield thereof (each of which shall be subject to the following sentence), from the terms and after provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be identical to those of the then outstanding Loans. In any event (i) the weighted average life to maturity of any Incremental Term Loans of any Series shall be no shorter than the weighted average life to maturity of the then outstanding Loans, (ii) the applicable Incremental Term Loan Effective Date, Maturity Date of each Series shall be no shorter than the final maturity of the then outstanding Loans and (iii) the yield applicable to the Incremental Term Loan Lender Loans of each Series shall have an Incremental Term Loan Commitment as set forth in be determined by the Register Borrowers and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders and shall make be set forth in each applicable Joinder Agreement; provided, however, that the Incremental Term Loan to the Borrower on the yield applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment Loans (including in addition to the applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of each Incremental Term Loan Lender such Indebtedness (in their capacities as such) with respect to such Indebtedness) shall not be greater than the yield (including in addition to the applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Indebtedness (in their capacities as such) with respect to such Indebtedness) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Loans plus 0.25% per annum, unless the interest rate with respect to the then outstanding Loans is increased so as to cause the then applicable yield (including in addition to the applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Indebtedness (in their capacities as such) with respect to such Indebtedness) under this Agreement on the Loans to equal the yield then applicable to the Incremental Term Loan pursuant Loans (including in addition to subsection (b) above.
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Indebtedness (in their capacities as such) with respect to such Indebtedness). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Effective DateDocuments as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18.
Appears in 1 contract
Incremental Term Loan Facility. (a) Subject to In accordance with §2.11, the conditions set forth belowBorrowers may, at any time prior (but no more than once during the term of the Facility), by written notice to the Tranche A-1 Administrative Agent, request that a portion of the available Commitment Increases permitted under §2.11 be designated as a single incremental term loan (an “Incremental Term Loan Facility”) to be made available by the existing Lenders and/or Additional Incremental Term Loan Lenders, and to be effective as of the date specified in such notice (the “Incremental Term Loan Date”) as specified in the related notice to Agent; provided, however, that (i) in no event shall the amount of the Incremental Term Loan Facility be less than $25,000,000 or, when combined with any and all prior Commitment Increases, result in the Total Commitment exceeding Five Hundred Million Dollars ($500,000,000), (ii) the maturity date of the Incremental Term Loan Facility shall be the date occurring five (5) years following the Incremental Term Loan Date, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof by virtue of the occurrence of an Event of Default (the “Incremental Term Loan Maturity Date, ”) and (iii) the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "Incremental Term Loan Notification") Facility shall otherwise be on terms identical to the Administrative Agent (which Facility. In no event shall promptly advise each any Lender of its receipt and be required to participate in the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective DateFacility.
(b) Each The notice from the Borrowers pursuant to this §2.13 shall set forth the requested amount and proposed terms of the Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing an Facility. The Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in each case in accordance with this Section 2.6; provided Facility may be made by any existing Lender (it being understood that no existing Lender shall have any obligation to provide NYDOCS03/1056463.7 commit to fund any portion of such the Incremental Term Loan and Facility unless it shall otherwise agree nor shall the failure by Borrowers be obligated to offer any existing such Lender the opportunity to respond to an fund any portion of the Incremental Term Loan Notification within ten Facility) or by any other banks or lending institutions that are reasonably acceptable to Agent, Arrangers and Parent Borrower (10) days of the Administrative Agent's receipt thereof shall be deemed to be a refusal of any such request by such existing other Person being called an “Additional Incremental Term Loan Lender”).
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Commitments in respect of the Incremental Term Loan Facility shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount become Commitments under this Agreement pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
an amendment (iii) the initial principal amount of each such “Incremental Term Loan shall not be less than $100,000,000Amendment”) to this Agreement and, or if lessas appropriate, the remaining amount permitted pursuant to clause (ii) above;
(iv) other Loan Documents, executed by the Loan Parties, each Incremental Term Loan will mature Lender and amortize Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in a manner reasonably acceptable the reasonable opinion of Administrative Agent and the Borrowers, to effect the provisions of this §2.13. Subject to the Administrative provisions of this §2.13 and notwithstanding the provisions of §27, no approval from the Required Lenders or all Lenders will be required in connection with the implementation of the Incremental Term Loan Facility and Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than providing the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute Facility shall be permitted to enter into such Incremental Term amendments to the Loan Notes Documents as are necessary to reflect give effect to the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9;
(vii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Term Loan Effective Date or after giving effect to the making of any such Incremental Term Loan;
(viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower and each Incremental Term Loan Lender shall execute and deliver one or more Incremental Term Loan Agreements to the Administrative Agent, for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and the Borrower and shall be in form and substance reasonably satisfactory to the Administrative Agent;
(x) the terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental Term Loan as and to the extent it may reasonably requestFacility.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above[Reserved.]
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date[Reserved.]
Appears in 1 contract
Incremental Term Loan Facility. (a) Subject to the conditions set forth belowi. The Borrower may, at any time prior time, by written notice to the Tranche A-1 Term Loan Maturity DateAdministrative Agent, request that a portion of the Borrower shall have the rightavailable Additional Commitments permitted under Section 2.24 be designated as an incremental term loan (each, upon not less than fifteen (15) days' prior written notice (an "Incremental Term Loan NotificationFacility") to be made available by the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request existing Lenders and/or Additional Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify Lenders, and to be effective as of the applicable Incremental Term Loan Effective Date.
date specified in such notice (b) Each Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing an Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan LendersDate")) specified in the related notice to Agent; provided, however, that in each case no event shall the amount of any Incremental Term Loan Facility be less than $25,000,000 or, when combined with any and all prior Incremental Term Loan Facilities and Additional Commitments, exceed $250,000,000. In no event shall any Lender be required to participate in accordance with any Incremental Term Loan Facility.
ii. The notice from the Borrower pursuant to this Section 2.6; provided 2.31 shall set forth the requested amount and proposed terms of each Incremental Term Loan Facility. Each Incremental Term Loan Facility may be made by any existing Lender (it being understood that no existing Lender shall have any obligation to provide commit to fund any portion of such Incremental Term Loan and the failure by any existing Lender to respond to an Incremental Term Loan Notification within ten (10Facility unless it shall otherwise agree nor shall the Borrower be obligated to offer any such Lender the opportunity to fund any portion of any Incremental Term Loan Facility) days of or by any other banks or lending institutions that are reasonably acceptable to the Administrative Agent's receipt thereof shall be deemed to be a refusal of , the Joint Lead Arrangers and the Borrower (any such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such other Person being called an "Additional Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;Lender").
(ii) the outstanding principal amount iii. Commitments in respect of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
(iii) the initial principal amount of each such an Incremental Term Loan Facility shall not be less than $100,000,000become Commitments under this Agreement pursuant to an amendment (each, or if lessan "Incremental Term Loan Amendment") to this Agreement and, as appropriate, the remaining amount permitted pursuant to clause (ii) above;
(iv) other Loan Documents, executed by the Loan Parties, each Incremental Term Loan Lender and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this Section 2.31. Subject to the provisions of this Section 2.31 and notwithstanding the provisions of Section 9.08, no approval from the Required Lenders or all Lenders will mature be required in connection with the implementation of an Incremental Term Loan Facility and amortize in a manner reasonably acceptable to the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request of any providing an Incremental Term Loan Lender, execute Facility shall be permitted to enter into such Incremental Term amendments to the Loan Notes Documents as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving give effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9;
(vii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Term Loan Effective Date or after giving effect to the making of any such Incremental Term Loan;
(viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower and each Incremental Term Loan Lender shall execute and deliver one or more Incremental Term Loan Agreements to the Administrative Agent, for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and the Borrower and shall be in form and substance reasonably satisfactory to the Administrative Agent;
(x) the terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental Term Loan as and to the extent it may reasonably requestFacility.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above.
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Incremental Term Loan Facility. (ai) Subject to the conditions set forth below, at any time prior to the Tranche A-1 Term Loan Maturity Date, the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "An Incremental Term Loan Notification"Facility shall be on the terms and provisions set forth in Section 2.16(a) to the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective DateSection SECTION 1.01.(a)(a)(i).
(bii) Each Incremental Term Loan Commitment shall be obtained The notice from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender the Borrower pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing 2.16(a) in respect of an Incremental Term Loan Commitment with respect to such Incremental Term Loan, Facility shall set forth the "requested amount and proposed terms of the Incremental Term Loan Lenders"Facility, subject to the provisions of Section 2.16(g)(iv), . The Borrower (in each case in accordance consultation with this Section 2.6; provided the Administrative Agent) may select any existing Lender (it being understood that no existing Lender shall have any obligation to provide commit to fund any portion of such the Incremental Term Loan and Facility unless it shall otherwise agree nor shall the failure by Borrower be obligated to offer any existing such Lender the opportunity to respond to an fund any portion of the Incremental Term Loan Notification within ten Facility) or any other Person that is an Eligible Assignee (10any such other Person that is an Eligible Assignee being called an “Additional Term Loan Lender”) days of to make the Administrative Agent's receipt thereof shall be deemed to be a refusal of such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;Facility.
(iii) Commitments in respect of the initial principal amount of each such Incremental Term Loan Facility shall not be less than $100,000,000, or if less, the remaining amount permitted become Commitments under this Agreement pursuant to clause an amendment (ii) above;
(iv) each the “Incremental Term Loan will mature Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Term Loan Lender and amortize the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in a manner reasonably acceptable to the reasonable opinion of the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term LoanBorrower, but will not in any event have a shorter average life than to effect the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;provisions of this Section SECTION 1.01.
(va) (a)(i). Subject to the Borrower shallprovisions of this Section SECTION 1.01.(a)(a)(i), upon no approval from the request Required Lenders or all Lenders will be required in connection with the implementation of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) Facility and the Administrative Agent and the Additional Term Loan Lenders providing the Incremental Term Loan Facility shall be permitted to enter into such amendments to the Loan Documents as are necessary to give effect to the Incremental Term Loan Facility.
(iv) The effectiveness of the Incremental Term Loan Amendment shall be subject to the satisfaction on the Incremental Term Loan Date of each of the following conditions, and the Incremental Term Loan Facility shall be available only so long as: (A) both at the time of any such request for the Incremental Term Loan Facility and on the Incremental Term Loan Date (after giving effect thereto), no Event of Default shall exist; (B) after giving effect thereto on a pro forma basis and the use of proceeds therefrom, the Borrower shall be in compliance with the financial covenants set forth in Section 8.13; (C) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) and on and as of the Incremental Term Loan Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; (D) the Administrative Agent shall have received a certificate each of the chief financial officer or treasurer of the Borrower following, each in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9;
: (vii1) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Term Loan Effective Date or after giving effect to the making of any such Incremental Term Loan;
(viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower and each Incremental Term Loan Lender shall execute and deliver one or more Incremental Term Loan Agreements if not previously delivered to the Administrative Agent, for its acceptance certified copies of (x) all corporate or other necessary action taken by the Borrower to authorize the Incremental Term Loan Facility and recording (y) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the guaranty of the Incremental Term Loan Facility; and (2) a customary opinion of counsel to the Borrower and the Guarantors (which may be in substantially the Registersame form as delivered on the Closing Date), which shall be acknowledged by and addressed to the Administrative Agent and the Lenders; (E) for the Incremental Term Loan Facility and on the Incremental Term Loan Date, all applicable conditions set forth in Section 5.02 other than those expressly set forth in this Section 2.16(g)(a)(iv) shall have been satisfied (or waived in accordance with Section 11.01); and (F) the Borrower shall satisfy such other conditions as the Administrative Agent may reasonably require or the parties to such Incremental Term Loan Amendment shall agree, including, without limitation, the provision of any other documentation reasonably necessary to provide for or evidence the Incremental Term Loan Facility.
(v) The terms and provisions of the Incremental Term Loan Facility shall be as follows: (A) the Borrower may use the proceeds of the Incremental Term Loan Facility for any purpose not prohibited by Section 8.09 so long as the Borrower continues to comply with all financial covenants set forth in form Section 8.13; (B) in no event shall the amount of the Incremental Term Loan Facility be less than US$10,000,000 or greater than US$1,000,000,000; (C) the Incremental Term Loan Facility maturity date shall be the same as the RCF-A Maturity Date; (D) the Incremental Term Loan Facility shall not be subject to any extension options; (E) the Obligations of the Loan Parties in respect of the Incremental Term Loan Facility shall not be guaranteed by any Person that does not also guarantee the Obligations of the Loan Parties in respect of the Facility, in each case on terms and substance pursuant to documentation reasonably satisfactory to the Administrative Agent;
; (xF) the Incremental Term Loan Facility shall not have any scheduled amortization payments; and (G) the terms and conditions applicable to such provisions of Incremental Term Loan shall, except Facility shall be otherwise satisfactory to the extent otherwise provided in this Section 2.6Borrower, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental and the Additional Term Loan as and to the extent it may reasonably requestLenders.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above.
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date.
Appears in 1 contract
Incremental Term Loan Facility. (ai) Subject to the conditions set forth below, at any time prior to the Tranche A-1 Term Loan Maturity Date, the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "An Incremental Term Loan Notification"Facility shall be on the terms and provisions set forth in Section 2.16(a) to the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective DateSection 2.16(g).
(bii) Each Incremental Term Loan Commitment shall be obtained The notice from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender the Borrower pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing 2.16(a) in respect of an Incremental Term Loan Commitment with respect to such Incremental Term Loan, Facility shall set forth the "requested amount and proposed terms of the Incremental Term Loan Lenders"Facility, subject to the provisions of Section 2.16(g)(iv), . The Borrower (in each case in accordance consultation with this Section 2.6; provided the Administrative Agent) may select any existing Lender (it being understood that no existing Lender shall have any obligation to provide commit to fund any portion of such the Incremental Term Loan and Facility unless it shall otherwise agree nor shall the failure by Borrower be obligated to offer any existing such Lender the opportunity to respond to an fund any portion of the Incremental Term Loan Notification within ten Facility) or any other Person that is an Eligible Assignee (10any such other Person that is an Eligible Assignee being called an “Additional Term Loan Lender”) days of to make the Administrative Agent's receipt thereof shall be deemed to be a refusal of such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;Facility.
(iii) Commitments in respect of the initial principal amount of each such Incremental Term Loan Facility shall not be less than $100,000,000, or if less, the remaining amount permitted become Commitments under this Agreement pursuant to clause an amendment (ii) above;
(iv) each the “Incremental Term Loan will mature Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Term Loan Lender and amortize the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in a manner reasonably acceptable to the reasonable opinion of the Administrative Agent and the Incremental Term Loan Borrower, to effect the provisions of this Section 2.16(g). Subject to the provisions of this Section 2.16(g), no approval from the Required Lenders making such Incremental Term Loan, but or all Lenders will not be required in any event have a shorter average life than connection with the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request implementation of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes as are necessary to reflect the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) Facility and the Administrative Agent and the Additional Term Loan Lenders providing the Incremental Term Loan Facility shall be permitted to enter into such amendments to the Loan Documents as are necessary to give effect to the Incremental Term Loan Facility.
(iv) The effectiveness of the Incremental Term Loan Amendment shall be subject to the satisfaction on the Incremental Term Loan Date of each of the following conditions, and the Incremental Term Loan Facility shall be available only so long as:
(A) both at the time of any such request for the Incremental Term Loan Facility and on the Incremental Term Loan Date (after giving effect thereto), no Event of Default shall exist; (B) after giving effect thereto on a pro forma basis and the use of proceeds therefrom, the Borrower shall be in compliance with the financial covenants set forth in this Agreement; (C) the representations and warranties contained herein and in the other Loan Documents shall be correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) and on and as of the Incremental Term Loan Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; (D) the Administrative Agent shall have received a certificate each of the chief financial officer or treasurer of the Borrower following, each in form and substance reasonably satisfactory to the Administrative Agent: (1) if not previously delivered to the Administrative Agent, demonstrating that, as certified copies of (x) all corporate or other necessary action taken by the applicable Borrower to authorize the Incremental Term Loan Effective Date Facility and after giving effect thereto and to any Incremental Term Loans made (y) all corporate, partnership, member, or to be made in connection therewith, other necessary action taken by each Guarantor authorizing the Borrower is in pro forma compliance with the requirements of Section 5.9;
(vii) no Default or Event of Default shall have occurred and be continuing as guaranty of the applicable Incremental Term Loan Effective Date or after giving effect Facility; and (2) a customary opinion of counsel to the making of any such Incremental Term Loan;
Borrower and the Guarantors (viiiwhich may be in substantially the same form as delivered on the Closing Date), and addressed to the Administrative Agent and the Lenders; (E) the Borrower and the Administrative Agent shall have received a resolution duly adopted by entered into any documentation, including amendments of or supplements to the governing body of each of Security Documents, as necessary to document and/or perfect the Credit Parties authorizing pari passu Liens securing the Incremental Term Loan Facility, if any; (F) for the Incremental Term Loan Facility and on the Incremental Term Loan Date, all applicable conditions set forth in Section 5.02 other than those expressly set forth in this Section 2.16(g)(iv) shall have been satisfied; and (G) the Borrower shall satisfy such other conditions as the Administrative Agent may reasonably require or the parties to such Incremental Term Loan;Loan Amendment shall agree, including, without limitation, the provision of any other documentation reasonably necessary to provide for, evidence or secure the Incremental Term Loan Facility.
(ixv) The terms and provisions of the Incremental Term Loan Facility shall be as follows: (A) the Borrower and each may use the proceeds of the Incremental Term Loan Lender Facility for any purpose not prohibited by Section 8.09 so long as the Borrower continues to comply with all financial covenants set forth in this Agreement; (B) in no event shall execute and deliver one or more the amount of the Incremental Term Loan Agreements to Facility be less than $10,000,000 or greater than $350,000,000; (C) the Administrative Agent, for its acceptance and recording in the Register, which Incremental Term Loan Facility maturity date shall be acknowledged the same as the Maturity Date; (D) the Incremental Term Loan Facility shall provide for equivalent extension options as those available pursuant to Section 2.15; (E) the Obligations of the Loan Parties in respect of the Incremental Term Loan Facility shall be secured along with the Obligations of the Loan Parties in respect of the Facility by pari passu Liens on the Administrative Agent and the Borrower Collateral and shall not be guaranteed by any Person that does not also guarantee the Obligations of the Loan Parties in form respect of the Facility, in each case on terms and substance pursuant to documentation reasonably satisfactory to the Administrative Agent;
; (xF) the Incremental Term Loan Facility shall not have any scheduled amortization payments; and (G) the terms and conditions applicable to such provisions of Incremental Term Loan shall, except Facility shall be otherwise satisfactory to the extent otherwise provided in this Section 2.6Borrower, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental and the Additional Term Loan as and to the extent it may reasonably requestLenders.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above.
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date.
Appears in 1 contract
Incremental Term Loan Facility. (a) Subject to In accordance with §2.11, the conditions set forth belowBorrowers may, at any time (but no more than once during the term of the Facility), by written notice to Agent, request that a portion of the available Commitment Increases permitted under §2.11 be designated as a single incremental term loan (an “Incremental Term Loan Facility”) to be made available by the existing Lenders and/or Additional Incremental Term Loan Lenders, and to be effective as of the date specified in such notice (the “Incremental Term Loan Date”) as specified in the related notice to Agent; provided, however, that (i) in no event shall the amount of the Incremental Term Loan Facility be less than $25,000,000.00 or, when combined with any and all prior Commitment Increases, result in the Total Commitment exceeding Six Hundred Million Dollars ($600,000,000.00), (ii) the maturity date of the Incremental Term Loan Facility shall be the date occurring five (5) years following the Incremental Term Loan Date, or such earlier date on which the Loans shall become due and payable pursuant to the Tranche A-1 terms hereof by virtue of the occurrence of an Event of Default (the “Incremental Term Loan Maturity Date, ”) and (iii) the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "Incremental Term Loan Notification") Facility shall otherwise be on terms identical to the Administrative Agent (which Facility. In no event shall promptly advise each any Lender of its receipt and be required to participate in the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective DateFacility.
(b) Each The notice from the Borrowers pursuant to this §2.13 shall set forth the requested amount and proposed terms of the Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing an Facility. The Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in each case in accordance with this Section 2.6; provided Facility may be made by any existing Lender (it being understood that no existing Lender shall have any obligation to provide commit to fund any portion of such the Incremental Term Loan and Facility unless it shall otherwise agree nor shall the failure by Borrowers be obligated to offer any existing such Lender the opportunity to respond to an fund any portion of the Incremental Term Loan Notification within ten Facility) or by any other banks or lending institutions that are reasonably acceptable to Agent, Arrangers and Parent Borrower (10) days of the Administrative Agent's receipt thereof shall be deemed to be a refusal of any such request by such existing other Person being called an “Additional Incremental Term Loan Lender”).
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Commitments in respect of the Incremental Term Loan Facility shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount become Commitments under this Agreement pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
an amendment (iii) the initial principal amount of each such “Incremental Term Loan shall not be less than $100,000,000Amendment”) to this Agreement and, or if lessas appropriate, the remaining amount permitted pursuant to clause (ii) above;
(iv) other Loan Documents, executed by the Loan Parties, each Incremental Term Loan will mature Lender and amortize Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in a manner reasonably acceptable the reasonable opinion of Agent and the Borrowers, to effect the provisions of this §2.13. Subject to the Administrative provisions of this §2.13 and notwithstanding the provisions of §27, no approval from the Required Lenders or all Lenders will be required in connection with the implementation of the Incremental Term Loan Facility and Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than providing the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute Facility shall be permitted to enter into such Incremental Term amendments to the Loan Notes Documents as are necessary to reflect give effect to the Incremental Term Loan of such Incremental Term Loan Lender;
(vi) the Administrative Agent and the Lenders shall have received a certificate of the chief financial officer or treasurer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the applicable Incremental Term Loan Effective Date and after giving effect thereto and to any Incremental Term Loans made or to be made in connection therewith, the Borrower is in pro forma compliance with the requirements of Section 5.9;
(vii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Term Loan Effective Date or after giving effect to the making of any such Incremental Term Loan;
(viii) the Administrative Agent shall have received a resolution duly adopted by the governing body of each of the Credit Parties authorizing such Incremental Term Loan;
(ix) the Borrower and each Incremental Term Loan Lender shall execute and deliver one or more Incremental Term Loan Agreements to the Administrative Agent, for its acceptance and recording in the Register, which shall be acknowledged by the Administrative Agent and the Borrower and shall be in form and substance reasonably satisfactory to the Administrative Agent;
(x) the terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise provided in this Section 2.6, be substantially similar to the terms and conditions applicable to the Tranche A-1 Term Loan and any prior Incremental Term Loan; and
(xi) the Administrative Agent shall have received any documents or information, including opinions of counsel, in connection with such Incremental Term Loan as and to the extent it may reasonably requestFacility.
(d) Upon the execution, delivery, acceptance and recording of the applicable Incremental Term Loan Agreement, from and after the applicable Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall have an Incremental Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such an Incremental Term Loan Commitment hereunder. The applicable Incremental Term Loan Lenders shall make the Incremental Term Loan to the Borrower on the applicable Incremental Term Loan Effective Date in an amount equal to the Incremental Term Loan Commitment of each Incremental Term Loan Lender with respect to such Incremental Term Loan pursuant to subsection (b) above[Reserved.]
(e) The Applicable Percentage and pricing grid, if applicable, for any proposed Incremental Term Loan shall be determined by the Borrower and each Incremental Term Lender on or before the applicable Incremental Term Loan Effective Date[Reserved.]
Appears in 1 contract
