Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that (A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding Agreement or other agreement reasonably acceptable to the Administrative Agent; (B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof; (C) no Default or Event of Default shall exist and be continuing at the time of such institution; (D) Schedule 2.01 shall be deemed revised to add the commitments of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Agreement; (E) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists; (F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 3 contracts
Samples: Credit Agreement (Aegion Corp), Credit Agreement (Aegion Corp), Credit Agreement (Aegion Corp)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide such Commitment shall be in such Lender’s sole and absolute discretion;
(D) no Default or Event of Default shall exist and be continuing at the time of such institution;
(DE) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that the Applicable Rate for the Incremental Term Loan shall not be more than the Applicable Rate of the Delayed Draw Term Loan;
(F) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that such date shall not be earlier than the Delayed Draw Term Loan Maturity Date;
(G) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of either of the Delayed Draw Term Loan;
(H) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Joinder Agreement;
(EI) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Joinder Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.02(f)(ii), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 2 contracts
Samples: Credit Agreement (Wright Medical Group Inc), Credit Agreement (Wright Medical Group Inc)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) Schedule 2.01 shall be deemed revised to add the commitments of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Agreement;
(E) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 2 contracts
Samples: Credit Agreement (Insituform Technologies Inc), Credit Agreement (Insituform Technologies Inc)
Institution of Incremental Term Loan. The Borrower may, at any timemay from time to time after the Closing Date, upon prior written notice delivery of an Incremental Term Loan Request to the Administrative AgentAgent (which shall promptly advise each Lender), institute request the making of one or more Incremental Term LoanLoans; provided that
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount each tranche of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereofthereof and shall be in Dollars or an Alternative Currency selected by the Borrower;
(CB) no Default or Event of Default shall exist and be continuing at the time of the making of such institutionIncremental Term Loan and the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 8.11;
(C) each tranche of Incremental Term Loans shall (i) rank pari passu in right of payment and of security with all other Loans, (ii) not mature earlier than the Maturity Date or have a weighted average life to maturity that is shorter than the then remaining weighted average life to maturity of the Term Loan, (iii) be entitled to share in prepayments pro rata with the Term Loan and (iv) have other terms and conditions (other than with respect to pricing, amortization and maturity) substantially similar to the Term Loan or less favorable for the applicable Incremental Term Loan Lenders (and, in any event, reasonably satisfactory to the Administrative Agent); provided that the Applicable Rate and, subject to clauses (ii) and (iii) above, amortization schedule applicable to any tranche of Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Loan Lenders;
(D) Schedule 2.01 shall be deemed revised to add the commitments of the each Incremental Term Loan Lenders as Request shall set forth in the requested amount and proposed terms of the relevant Incremental Term Loan Funding AgreementLoans and the Lenders or other Persons willing to provide such Incremental Term Loans;
(E) Incremental Term Loans may be made by any existing Lender or any other Person that qualifies as an Eligible Assignee, provided that (i) no Person shall be an Incremental Term Loan Lender without the consent of the Administrative Agent (which consent shall not be unreasonably withheld) if consent would be required under Section 11.06(b)(ii) for an assignment of Loans to such Person, (ii) no Lender shall be obligated to provide any Incremental Term Loan and (iii) any such Lender shall join in this Agreement as Incremental Term Loan Lender by executing an Incremental Term Loan Joinder Agreement or other agreement acceptable to the Administrative Agent;
(F) as a condition precedent to such institution the making of the any Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(FG) no existing participation in the Incremental Term Loan shall be offered first to each of the Existing Lenders, but each such Lender shall be under any have no obligation whatsoever to provide all or any portion of the Incremental Term Loan Facility. Each of the Existing Lenders shall have five (5) Business Days following receipt of a request for an Incremental Term Loan Commitment and any from the Borrower to notify the Borrower of such decision whether Lender’s commitment to provide make such Incremental Term Loan. In the event that the Borrower has not received commitments from the Existing Lenders in an amount equal to the requested Incremental Term Loan Commitment within such five (5) Business Day period, then the Borrower may invite Persons reasonably acceptable to Administrative Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of such Incremental Term Loan for which commitments from Existing Lenders shall have not been obtained within such five (5) Business Day period by Existing Lenders, provided, that such New Lenders shall enter into such joinder agreements to give effect thereto as Administrative Agent and the Borrower reasonably may request; and
(H) Schedule 2.01 shall be in such Lender’s sole deemed revised to reflect the commitments and absolute discretion. Once made, all commitment percentages of the Incremental Term Loans shall be treated as, and have Loan Lenders as set forth in the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basisLoan Joinder Agreement.
Appears in 1 contract
Samples: Credit Agreement (X Rite Inc)
Institution of Incremental Term Loan. The Borrower Company may, at any time and from time to time, upon prior written notice to the Administrative Agent, institute the an Incremental Term Loan; provided that:
(Ai) the Borrower Company (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase therefor from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding join in this Agreement a joinder agreement or other agreement reasonably acceptable to the Administrative Agent;
(Bii) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(Ciii) no Default or Event of Default existing Lender shall exist and be continuing at the time under any obligation to provide a portion of such institutionIncremental Term Loan and any such decision whether to do so shall be in such Lender’s sole and absolute discretion;
(Div) the Applicable Rate of such Incremental Term Loan shall be as set forth in the applicable Incremental Term Loan Joinder Agreement; provided that the Applicable Rate for such Incremental Term Loan shall not be more than 50 basis points (0.50%) more than the Applicable Rate of the Term Loan or any then existing Incremental Term Loan (it being understood and agreed that the Applicable Rate for the Term Loan and/or any then existing Incremental Term Loan may be increased to the extent necessary to satisfy such requirement);
(v) the Incremental Term Loan Maturity Date, amortization, pricing and use of proceeds applicable to such Incremental Term Loan shall be as set forth in the definitive documentation therefor; provided that (x) such Incremental Term Loan shall have a final maturity date that is coterminous with or later than the Term Loan Maturity Date and (y) the weighted average life of such Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan;
(vi) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the applicable Incremental Term Loan Funding Joinder Agreement;; and
(Evii) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding AgreementLoan, the Borrower Company shall deliver to the Administrative Agent (A) a certificate of each Loan Party dated as of the date of such institution and effectiveness increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the such Incremental Term Loan, and (II2) in the case of the BorrowerCompany, certifying that, before and after giving effect to the such Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
shall exist and (Fz) no existing Lender shall be under any obligation to provide an Incremental Term the Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment Parties shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have compliance with the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to financial covenants in Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans 8.11 on a pro rata basisPro Forma Basis and (B) all documents (including opinions of counsel to the Loan Parties) that the Administrative Agent may reasonably request in its discretion.
Appears in 1 contract
Samples: Credit Agreement (Zep Inc.)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably reasonable acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 25 million and integral multiples of $1,000,000 5 million in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan Lender shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that the Applicable Rate for the Incremental Term Loan shall not be more than 25 basis points (0.25%) more than the Applicable Rate of the Term Loan;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that such date shall not be earlier than the Term Loan Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of either of (I) the Revolving Loans or (II) the Term Loan;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Joinder Agreement;
(EH) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Samples: Credit Agreement (Medassets Inc)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably reasonable acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that such date shall not be earlier than the Term Loan Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of either of (I) the Revolving Loans or (II) the Term Loan;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Joinder Agreement;
(EH) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Institution of Incremental Term Loan. The Borrower PRA may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower PRA (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Lender Joinder Agreement, provided that such date shall not be earlier than the Extended Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan A-1 or the Term Loan A-2;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Lender Joinder Agreement;
(EH) no existing Lender shall be under any obligation to provide Incremental Term Loans and any such decision whether to provide Incremental Term Loans shall be in such Lender’s sole and absolute discretion; and
(I) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerPRA, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.02(f)(iv), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Institution of Incremental Term Loan. The Parent Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the one or more Incremental Term LoanLoans; provided that:
(A) the Parent Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase applicable Incremental Term Loan from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent; provided, that (1) at the time of sending the notice referred to in clause (f) above, the Parent Borrower (in consultation with 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 (10) Business Days from the date of delivery of such notice to the Administrative Agent) and (2) any Lender not responding within the time period specified by the Parent Borrower and the Administrative Agent pursuant to such notice shall be deemed to have declined to provide such Incremental Term Loan Commitment;
(B) any such institution of the an Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 5,000,000 (or, if less, the remaining amount of the Incremental Cap) and integral multiples of $1,000,000 (or, if less, the remaining amount of the Incremental Cap) in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement;
(E) the Incremental Term Loan Maturity Date for any Incremental Term Loan shall be as set forth in the applicable Incremental Term Loan Lender Joinder Agreement, provided that such date shall not be earlier than the Maturity Date;
(F) the scheduled principal amortization payments under any Incremental Term Loan shall be as set forth in the applicable Incremental Term Loan Lender Joinder Agreement; provided that the weighted average life to maturity of any Incremental Term Loan shall not be less than the remaining weighted average life to maturity of the Term Loan;
(G) if the All-In Yield payable with respect to any Incremental Term Loan exceeds the All-In Yield payable pursuant to the terms of this Agreement (as amended through the date of such calculation) with respect to the Term Loan plus 50 basis points per annum, then the Applicable Rate percentages then in effect for the Term Loan shall automatically be increased by an amount so as to cause the then applicable All-In Yield under this Agreement on the Term Loan to equal the All-In Yield then applicable to such Incremental Term Loan minus 50 basis points per annum;
(H) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the applicable Incremental Term Loan Lenders as set forth in the applicable Incremental Term Loan Funding Lender Joinder Agreement;
(EI) as a condition precedent to such institution of the an Incremental Term Loan and the effectiveness of the an Incremental Term Loan Funding Lender Joinder Agreement, the Parent Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the such Incremental Term Loan, and (II) in the case of the Parent Borrower, certifying that, before and after giving effect to the such Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of borrowing of such increaseIncremental Term Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;exists and (z) after giving effect on a Pro Forma Basis to such Incremental Term Loan borrowed under this Section 2.02(f) and any refinancing of existing Indebtedness in connection therewith, the Parent Borrower is in compliance with the financial covenant in Section 8.11(a) and (b); and
(FJ) no existing Lender shall be under any obligation to provide become an Incremental Term Loan Commitment Lender, and any such decision whether to provide become an Incremental Term Loan Commitment Lender shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Samples: Credit Agreement (Montrose Environmental Group, Inc.)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(CB) no Default or Event of Default shall exist and be continuing at the time of any such institution;
(D) Schedule 2.01 shall be deemed revised to add the commitments institution of the Incremental Term Loan Lenders as set forth in Loan;
(C) no existing Lender shall be under any obligation to provide a commitment under the Incremental Term Loan Funding Agreementand any such decision whether to provide a commitment under the Incremental Term Loan shall be in such Lender's sole and absolute discretion;
(1) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (2) any existing Lender electing to provide a commitment under the Incremental Term Loan shall have executed a commitment agreement satisfactory to the Administrative Agent;
(E) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Agreementincrease, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loansuch increase, and (II2) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loansuch increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.01(c)(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.017.04, and (y) no Default or Event of Default exists;; and
(F) no existing Lender shall as a condition precedent to such institution of the Incremental Term Loan, an amendment to this Agreement as may be under any obligation necessary to provide an incorporate specific provisions applicable to the Incremental Term Loan Commitment and any herein must be approved by the Required Lenders, such decision whether approval not to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreementunreasonably withheld. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase in the Aggregate Domestic Revolving Commitments or any such institution of the Incremental Term Loan (and pay any additional amounts required pursuant to Section 3.05 after 3.05) to the inclusion of all Incremental Term Loans, when originally made, extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in each borrowing of outstanding Term Loans on a pro rata basisthe Commitments under this Section.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Institution of Incremental Term Loan. The Borrower PRA may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower PRA (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Lender Joinder Agreement, provided that such date shall not be earlier than the Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Lender Joinder Agreement;
(EH) no existing Lender shall be under any obligation to provide Incremental Term Loans and any such decision whether to provide Incremental Term Loans shall be in such Lender’s sole and absolute discretion;
(I) the Incremental Term Loan may be a delayed draw term loan, subject to the terms set forth in the Incremental Term Loan Lender Joinder Agreement; and CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6
(J) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerPRA, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.02(f)(iv), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Samples: Credit Agreement (Pra Group Inc)
Institution of Incremental Term Loan. The Borrower PRA may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower PRA (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Lender Joinder Agreement, provided that such date shall not be earlier than the Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Lender Joinder Agreement;
(EH) no existing Lender shall be under any obligation to provide Incremental Term Loans and any such decision whether to provide Incremental Term Loans shall be in such Lender’s sole and absolute discretion; 13598911v3
(I) the Incremental Term Loan may be a delayed draw term loan, subject to the terms set forth in the Incremental Term Loan Lender Joinder Agreement; and
(J) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerPRA, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.02(f)(iv), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Samples: Credit Agreement (Pra Group Inc)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(CB) no Default or Event of Default shall exist and be continuing at the time of any such institution;
(D) Schedule 2.01 shall be deemed revised to add the commitments institution of the Incremental Term Loan Lenders as set forth in Loan;
(C) no existing Lender shall be under any obligation to provide a commitment under the Incremental Term Loan Funding Agreementand any such decision whether to provide a commitment under the Incremental Term Loan shall be in such Lender’s sole and absolute discretion;
(1) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (2) any existing Lender electing to provide a commitment under the Incremental Term Loan shall have executed a commitment agreement satisfactory to the Administrative Agent;
(E) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Agreementincrease, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loansuch increase, and (II2) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loansuch increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.01(c)(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.017.04, and (y) no Default or Event of Default exists;; and
(F) no existing Lender shall as a condition precedent to such institution of the Incremental Term Loan, an amendment to this Agreement as may be under any obligation necessary to provide an incorporate specific provisions applicable to the Incremental Term Loan Commitment and any herein must be approved by the Required Lenders, such decision whether approval not to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreementunreasonably withheld. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase in the Aggregate Domestic Revolving Commitments or any such institution of the Incremental Term Loan (and pay any additional amounts required pursuant to Section 3.05 after 3.05) to the inclusion of all Incremental Term Loans, when originally made, extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in each borrowing of outstanding Term Loans on a pro rata basisthe Commitments under this Section.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Institution of Incremental Term Loan. The Borrower PRA may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower PRA (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Lender Joinder Agreement, provided that such date shall not be earlier than the Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Lender Joinder Agreement;
(EH) no existing Lender shall be under any obligation to provide Incremental Term Loans and any such decision whether to provide Incremental Term Loans shall be in such Lender’s sole and absolute discretion;
(I) the Incremental Term Loan may be a delayed draw term loan, subject to the terms set forth in the Incremental Term Loan Lender Joinder Agreement; and
(J) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerPRA, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.02(f)(iv), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Samples: Credit Agreement (Pra Group Inc)
Institution of Incremental Term Loan. The Borrower PRA may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A) the Borrower PRA (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement;
(E) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that such date shall not be earlier than the Maturity Date;
(F) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan;
(G) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Joinder Agreement;
(EH) no existing Lender shall be under any obligation to provide Incremental Term Loans and any such decision whether to provide Incremental Term Loans shall be in such Lender’s sole and absolute discretion; and
(I) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerPRA, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f2.02(f)(iv), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
Appears in 1 contract
Samples: Credit Agreement (Portfolio Recovery Associates Inc)
Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan, which may take the form of an increase of the Initial Term Loan or a new Term Loan (it being understood that the Administrative Agent shall determine whether such term loan is a tranche A term loan or a tranche B term loan); provided that
(A) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute an Incremental Term Loan Funding Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the an Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D) Schedule 2.01 shall be deemed revised to add the commitments of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Agreement;
(E) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once ;
(G) with respect to Incremental Term Loans that are Increasing Incremental Term Loans, (I) once made, all such Increasing Incremental Term Loans shall be treated as, and have the same terms as, the Initial Term Loans under this Agreement. The Agreement and (II) the Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Increasing Incremental Term Loans, when originally made, in each borrowing of outstanding Initial Term Loans on a pro rata basis.;
(H) with respect to Incremental Term Loans (other than Increasing Incremental Term Loans):
(I) the Applicable Rate of each such Incremental Term Loan shall be as set forth in the Incremental Term Loan Funding Agreement, provided that the Applicable Rate for the Incremental Term Loan shall not be more than 50 basis points (0.50%) more than the Applicable Rate of the Initial Term Loan;
(II) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Funding Agreement, provided that such date shall not be earlier than the latest Maturity Date then in effect unless such Incremental Term Loan is a 364-day liquidity facility;
(III) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Funding Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of either of (x) the Revolving Loans or (y) all then-existing Term Loans, unless such Incremental Term Loan is a 364-day liquidity facility;
Appears in 1 contract
Samples: Credit Agreement (Aegion Corp)
Institution of Incremental Term Loan. The Borrower Company may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided Loan by a maximum aggregate amount of up to the sum of (x) TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) less (y) the amount, if any, of an increase in the Aggregate Revolving A Commitments pursuant to clause (i) above, provided, that:
(A) the Borrower Company (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase Incremental Term Loan from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D1) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided, that, such date shall not be earlier than the Maturity Date and (2) any such institution shall occur prior to the Maturity Date;
(E) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided, that, the Weighted Average Life to Maturity of the Incremental Term Loan shall not be less than the Weighted Average Life to Maturity of the Term Loan;
(F) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Lender Joinder Agreement;
(EG) a Responsible Officer of the Parent shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the institution of the Incremental Term Loan and any Permitted Acquisition consummated in connection therewith, if applicable, in each case on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or (b);
(H) the Applicable Rate of the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement, provided, that, in the event that the Applicable Rate for the Incremental Term Loan is more than twenty five basis points (0.25%) greater than the Applicable Rate for the Term Loan and the Add-On Term Loan, the Applicable Rate for the Term Loan and the Add-On Term Loan shall be increased such that the Applicable Rate for the Term Loan and the Add-On Term Loan is twenty five basis points (0.25%) less than the Applicable Rate for the Incremental Term Loan. For purposes of determining the Applicable Rate for the Incremental Term Loan, the Term Loan and the Add-On Term Loan in order to determine whether the Applicable Rate of the Incremental Term Loan exceeds the Applicable Rate of the Term Loan and the Add-On Term Loan by more than twenty five basis points (0.25%), (i) original issue discount and upfront fees (which shall be deemed to constitute like amounts of original issue discount), if any, payable by the Company to the Lenders of the Term Loan, the Lenders of the Add-On Term Loan or the Lenders of the Incremental Term Loan, in each case, in connection with the respective initial primary syndication thereof, shall be included (it being agreed that original issue discount, if any, shall be equated to such interest rates based on an assumed four year life-to-maturity of the Term Loan, Add-On Term Loan or the Incremental Term Loan, as the case may be), (ii) customary arrangement fees paid to any arranger in connection with the Term Loan, the Add-On Term Loan or the Incremental Term Loan shall be excluded and (iii) if the Incremental Term Loan includes an interest rate floor greater than the interest rate floor applicable to the Term Loan and the Add-On Term Loan, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Rate for the Term Loan and the Add-On Term Loan shall be required, to the extent an increase in the interest rate floor for the Term Loan and the Add-On Term Loan would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to the Term Loan and the Add-On Term Loan shall be increased by such amount;
(I) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerCompany, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;; and
(FJ) no existing Lender shall be under any obligation to provide become an Incremental Term Loan Commitment Lender and any such decision whether to provide become an Incremental Term Loan Commitment Lender shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
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Institution of Incremental Term Loan. The Borrower Company may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided Loan by a maximum aggregate amount of up to the sum of (x) ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) less (y) the amount, if any, of an increase in the Aggregate Revolving Commitments pursuant to clause (i) above, provided, that:
(A) the Borrower Company (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C) no Default or Event of Default shall exist and be continuing at the time of such institution;
(D1) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Joinder Agreement; provided, that, such date shall not be earlier than the Maturity Date and (2) any such institution shall occur prior to the Maturity Date;
(E) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided, that, the Weighted Average Life to Maturity of the Incremental Term Loan shall not be less than the Weighted Average Life to Maturity of the Term Loan;
(F) Schedule 2.01 shall be deemed revised to add reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Funding Joinder Agreement;
(EG) a Responsible Officer of the Parent shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the institution of the Incremental Term Loan and any Permitted Acquisition consummated in connection therewith, if applicable, in each case on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or (b);
(H) the Applicable Rate of the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement, provided, that, in the event that the Applicable Rate for the Incremental Term Loan is twenty five basis points (0.25%) or more greater than the Applicable Rate for the Term Loan, the Applicable Rate for the Term Loan shall be increased such that the Applicable Rate for the Term Loan is twenty five basis points (0.25%) less than the Applicable Rate for the Incremental Term Loan. For purposes of determining the Applicable Rate for the Incremental Term Loan and the Term Loan in order to determine whether the Applicable Rate of the Incremental Term Loan exceeds the Applicable Rate of the Term Loan by more than twenty five basis points (0.25%), (i) original issue discount and upfront fees (which shall be deemed to constitute like amounts of original issue discount), if any, payable by the Company to the Lenders of the Term Loan or the Lenders of the Incremental Term Loan, in each case, in connection with the respective initial primary syndication thereof, shall be included (it being agreed that original issue discount, if any, shall be equated to such interest rates based on an assumed four year life-to-maturity of the Term Loan or the Incremental Term Loan, as the case may be), (ii) customary arrangement fees paid to any arranger (in connection with the Term Loan) or any arranger (in connection with the Incremental Term Loan) shall be excluded and (iii) if the Incremental Term Loan includes an interest rate floor greater than the interest rate floor applicable to the Term Loan, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Rate for the Term Loan shall be required, to the extent an increase in the interest rate floor for the Term Loan would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to the Term Loan shall be increased by such amount;
(I) as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Funding Lender Joinder Agreement, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the BorrowerCompany, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists;; and
(FJ) no existing Lender shall be under any obligation to provide become an Incremental Term Loan Commitment Lender and any such decision whether to provide become an Incremental Term Loan Commitment Lender shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
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Institution of Incremental Term Loan. The Borrower may, at any time, upon prior written notice by the Borrower to the Administrative Agent, institute the Incremental Term Loan; provided that
(Aa) the Borrower (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall execute join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Funding Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(Bb) any such institution of the Incremental Term Loan Amount shall be in a minimum aggregate principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof;
(Cc) no Default or Event of Default shall exist and be continuing at the time of such institution;; and
(Dd) Schedule 2.01 shall be deemed revised to add the commitments Applicable Rate of the each Incremental Term Loan Lenders shall be as set forth in the Incremental Term Loan Funding Joinder Agreement, provided that the Applicable Rate for the Incremental Term Loan shall not be more than 25 basis points (0.25%) more than the Applicable Rate of the Term Loan;
(Ee) the Incremental Term Loan Maturity Date shall be as a condition precedent to set forth in the Incremental Term Loan Joinder Agreement, provided that such institution date shall not be earlier than the Maturity Date;
(f) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that the weighted average life of the Incremental Term Loan and shall not be less than the effectiveness weighted life to maturity of the Incremental Term Loan Funding Agreement, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of the Borrower, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of at such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default existstime;
(F) no existing Lender shall be under any obligation to provide an Incremental Term Loan Commitment and any such decision whether to provide an Incremental Term Loan Commitment shall be in such Lender’s sole and absolute discretion. Once made, all Incremental Term Loans shall be treated as, and have the same terms as, the Term Loans under this Agreement. The Borrower shall pay any amounts required pursuant to Section 3.05 after the inclusion of all Incremental Term Loans, when originally made, in each borrowing of outstanding Term Loans on a pro rata basis.
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Samples: Credit Agreement (NameMedia, Inc.)
