Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after the Closing Date until the Term Loan Increase Termination Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty Million ($50,000,000) Dollars. The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan, and collectively, the "Additional Term Loans"). (b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment funds, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Lender" and collectively with the existing Lenders providing increased Commitments, the "Increase Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof. (c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Term Loans; (iii) the Borrower shall execute such Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000;
Appears in 2 contracts
Samples: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after the Closing Date until prior to the Term Loan Increase Termination Date to Maturity Date, the US Borrower may incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment in an additional aggregate principal amount of up to Fifty Million (i) $50,000,00040,000,000 less (B) Dollarsthe sum of (A) the aggregate principal amount of all prior or simultaneous increases to the Revolving Credit Commitment made pursuant to Section 2.9 of this Agreement and (B) the aggregate principal amount of all prior increases to the Term Loan Commitment made pursuant to this Section. The US Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "“Additional Term Loan”, and collectively, the "“Additional Term Loans"”).
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, Term Loan Lenders or from other banks, financial institutions or investment fundsfunds that qualify as Eligible Assignees, in each case in accordance with this Section 4.63A.5. Participation in any Additional Term Loan shall be offered first to each of the existing Term Loan Lenders; provided that each such no Term Loan Lender shall have no any obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the US Borrower shall exceed the commitments which the existing Term Loan Lenders are willing to provide with respect to such [Second Amendment – SCP Pool Corporation] 47 Additional Term Loans, then the US Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Term Loan Lenders for the portion of such Additional Term Loans not committed to by existing Term Loan Lenders (each such other bank, financial institution or investment fund, a "“New Term Loan Lender" and ” and, collectively with the existing Term Loan Lenders providing increased Term Loan Commitments, the "Increase “Increasing Term Loan Lenders"”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 14.2 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 3A.5 shall constitute Obligations of the US Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (ii) any New Term Loan Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Term Loan Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term Loans; (iii) the US Borrower shall shall, upon the request of any Increasing Term Loan Lender, execute such Term Loan Notes as are necessary to reflect the such Increasing Term Loan Lender’s Additional Term Loans under this Section 4.6Loans; (iv) the Administrative Agent and the Term Loan Lenders shall have received from the US Borrower updated financial projections and an Officer's ’s Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving based on information contained in the most recent quarterly or annual financial statements provided to the Administrative Agent and the Lenders pursuant to Section 7.1(a) or (b) as adjusted to give effect to any such Additional Term LoanLoan (and, if applicable, any simultaneous increase in the Revolving Credit Commitment), the US Borrower and its Subsidiaries will be in pro forma compliance with the financial covenants set forth in Article XIX; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower Borrowers and contained in Article VII VI shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,00020,000,000, or any whole multiple of $5,000,000 1,000,000 in excess thereof thereof, or if less, the maximum amount permitted pursuant to clause (a) above; (viii) the Administrative Agent shall have received a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Additional Term Loan; (ix) the US Borrower and each Increasing Term Loan Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgement Agreement; and (Bx) the Administrative Agent shall not cause have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion. [Second Amendment – SCP Pool Corporation] 48
(d) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgement Agreement, from and after the applicable Additional Term Loan Effective Date, each Increasing Term Loan Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Term Loan Lender with such a Term Loan Commitment hereunder. The Increasing Term Loan Lenders shall make the Additional Term Loans to exceed $190,000,000;the US Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increasing Term Loan Lender’s commitment in respect of Additional Term Loans as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 14.11(c).
(f) Within five (5) Business Days after receipt of notice, the US Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Term Loan Lender or with respect to any New Term Loan Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Term Loan Lenders in amounts equal to the Term Loan Commitment of such Term Loan Lenders as set forth in the Register. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the US Borrower.
(g) The amortization, the final maturity date, the Applicable Margin and pricing grid, if applicable, for each Additional Term Loan shall be determined on the applicable Additional Term Loan Effective Date; provided, that in no event shall any Additional Term Loan have a maturity date earlier than the Term Loan Maturity Date.
Appears in 1 contract
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after exercisable on no more than two (2) separate occasions following the Amendment and Restatement Closing Date until the Term Loan Increase Termination Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty Million Dollars ($50,000,000) Dollars). The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the applicable Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan, and collectively, the "Additional Term Loans").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment funds, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan Loans shall be offered first to each of the existing Lenders; provided that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Lender" and collectively with the existing Lenders providing increased Commitments, the "Increase Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit Advances on a pari passu basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term LoansLoans and Supplemental Term Loans (except to the extent otherwise specified in Section 4.3 and Section 4.4(b)(vi)); (iii) the Borrower shall execute such Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 the ratio required pursuant to 1.00Section 10.5; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,00015,000,000, or any whole multiple of $5,000,000 in excess thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000;320,000,000 in the aggregate; (ix) the Borrower and each such Lender or lender not theretofore a Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgment Agreement acknowledged by the Administrative Agent and each Subsidiary in form and substance reasonably acceptable to the Administrative Agent, and (x) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the applicable Additional Term Loan Effective Date, each such Increase Lender shall have a Term Loan Commitment as therein set forth and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Lenders shall make the applicable Additional Term Loans to the Borrower on the applicable Additional Term Loan Effective Date in an amount equal to each such Lender's Term Loan Commitment.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgement Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Note or Term Notes of any existing Lender or with respect to any Lender not theretofore a Lender, a new Term Note or Term Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders pursuant to the Lender Addition and Acknowledgement Agreement. Such new Term Note or Term Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the applicable Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Notes. Each surrendered Term Note and/or Term Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date. If the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans at such time exceeds the Applicable Margin or existing pricing grid, as applicable, for Term Loans or any prior Additional Term Loans, in each case as set forth in Section 5.1(c), then the Applicable Margin and pricing grid, if applicable, for all Term Loans shall be increased to be equal to the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans as determined on the applicable Additional Loan Effective Date. In addition, an amortization schedule shall be prepared by the Administrative Agent in accordance with the terms of Section 4.3(b) to provide for the repayment of the applicable Additional Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after exercisable on no more than three (3) occasions following the Closing Date until the Term Loan Increase Termination Date Maturity Date, to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment by a principal amount of up to Fifty Million ($50,000,000i) Dollarsthe Additional Term Loan Limit less (ii) the aggregate principal amount of any prior increase to the Term Loan Commitment made pursuant to this Section. The BorrowerIn the event the Borrower desires to exercise the above-described option, by providing the Borrower shall deliver to the Administrative Agent an Increase Notification, Notification pursuant to which the Borrower may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan", and collectively, the "Additional Term Loans").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, Lenders or from other banks, financial institutions or investment fundsfunds that qualify as Eligible Assignees, in each case in accordance with this Section 4.6Section. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided that each such no Lender shall have no any obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Term Lender" and collectively with the existing Lenders providing increased Term Loan Commitments, the "Increase Increasing Term Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof14.2.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (ii) any New Term Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Term LoansFacility; (iii) the Borrower shall shall, upon the request of any Increasing Term Lender, execute such Term Loan Notes as are necessary to reflect the such Increasing Term Lender's Additional Term Loans under this Section 4.6Loans; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case Certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article XSection 10.2, Section 10.3, and Section 10.5; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII and in the other Loan Documents shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof thereof, or if less, the maximum amount permitted pursuant to clause (a) above; (viii) the Borrower and each Increasing Term Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Term Loan Lender Addition and Acknowledgement Agreement; and (Bix) the Administrative Agent shall not cause have received any documents or information, including any joinder agreements, resolutions, certificates and legal opinions in connection with such increase in the Term Loan Commitment as it may reasonably request.
(d) Upon the execution, delivery, acceptance and recording of a written agreement (i) executed by the Borrower and each Increasing Term Lender and (ii) acknowledged by the Administrative Agent and each Subsidiary Guarantor, in form and substance satisfactory to exceed $190,000,000;the Administrative Agent (a "Term Loan Lender Addition and Acknowledgement Agreement"), from and after the applicable Additional Term Loan Effective Date, each Increasing Term Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increasing Term Lenders shall make the Additional Term Loans to the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increasing Term Lender's commitment in respect of Additional Term Loans as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Term Loan Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any New Term Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders as set forth in the Register. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date; provided that if the all-in-yield, after giving effect to any offering of such proposed Additional Term Loan at a discount from par or any fees paid to the Lenders in connection with such proposed Additional Term Loan (the "All-in-Yield"), exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Delayed Draw Term Loans or any existing Additional Term Loan by more than 0.25%, then the Applicable Margin or fees payable by the Borrowers with respect to the Delayed Draw Term Loans and/or such existing Additional Term Loan shall be increased to the extent necessary to cause the All-in-Yield with respect to the Delayed Draw Term Loan and/or such existing Additional Term Loans to be no more than 0.25% less than the All-in-Yield with respect to the proposed Additional Term Loan (the amount of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the applicable Additional Term Loan Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Globalstar, Inc.)
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after exercisable on no more than two (2) separate occasions following the Closing Date until the Term Loan Increase Termination Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty Million Dollars ($50,000,000) Dollars). The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the applicable Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan, and collectively, the "Additional Term Loans").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment funds, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan Loans shall be offered first to each of the existing Lenders; provided that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Lender" and collectively with the existing Lenders providing increased Commitments, the "Increase Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit Advances on a pari passu basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term LoansLoans (except to the extent otherwise specified in Section 4.3 and Section 4.4(b)(vi)); (iii) the Borrower shall execute such Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 the ratio required pursuant to 1.00Section 10.5; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,00015,000,000, or any whole multiple of $5,000,000 in excess thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000;180,000,000 in the aggregate; (ix) the Borrower and each such Lender or lender not theretofore a Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgment Agreement acknowledged by the Administrative Agent and each Subsidiary and substantially in the form of Exhibit J attached hereto, and (x) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the applicable Additional Term Loan Effective Date, each such Increase Lender shall have a Term Loan Commitment as therein set forth and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Lenders shall make the applicable Additional Term Loans to the Borrower on the applicable Additional Term Loan Effective Date in an amount equal to each such Lender's Term Loan Commitment.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgement Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any Lender not theretofore a Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders pursuant to the Lender Addition and Acknowledgement Agreement. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the applicable Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date. If the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans at such time exceeds the Applicable Margin or existing pricing grid, as applicable, for Term Loans or any prior Additional Term Loans, in each case as set forth in Section 5.1(c), then the Applicable Margin and pricing grid, if applicable, for all Term Loans shall be increased to be equal to the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans as determined on the applicable Additional Loan Effective Date. In addition, an amortization schedule shall be prepared by the Administrative Agent in accordance with the terms of Section 4.3(b) to provide for the repayment of the applicable Additional Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, at any time prior to the Term Loan Maturity Date, the Borrower shall have the option, at any time after the Closing Date until the Term Loan Increase Termination Date option to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment in an additional aggregate principal amount of up to Fifty Million (i) $50,000,000150,000,000 less (ii) Dollarsthe sum of (A) the aggregate principal amount of all prior or simultaneous increases to the Revolving Credit Commitment made pursuant to Section 2.8 of this Agreement and (B) the aggregate principal amount of all prior increases to the Term Loan Commitment made pursuant to this Section 4.6. The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the applicable Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "“Additional Term Loan, ,” and collectively, the "“Additional Term Loans"”).
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment fundsfunds that qualify as Eligible Assignees, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan Loans shall be offered first to each of the existing LendersLenders (who shall promptly, but in no event later than ten (10) days after such offer, make a determination as to whether to participate in such Additional Term Loan); provided that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans increase not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "“New Term Loan Lender" and ” and, collectively with the existing Term Loan Lenders providing increased Term Loan Commitments, the "“Increase Term Loan Lenders"”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit Loans on a pari passu basis; (ii) any New Term Loan Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term LoansLoans (except to the extent otherwise specified in Section 4.3 and Section 4.4(b)(iii)); (iii) to the extent requested by the applicable Lenders, the Borrower shall execute such new or replacement Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's ’s Compliance Certificate, in each case Certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower and its Subsidiaries will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower Credit Parties and contained in Article VII this Agreement and the other Loan Documents shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,00025,000,000, or any whole multiple of $5,000,000 in excess thereof (unless otherwise agreed to by the Administrative Agent), or if less, the maximum amount permitted pursuant to clause (a) above; (viii) the Credit Parties and each Increase Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgment Agreement, and (Bix) the Administrative Agent shall not cause have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgment Agreement, from and after the applicable Additional Term Loan Effective Date, each Increase Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Term Loan Lenders shall make the Additional Term Loans to exceed $190,000,000;the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increase Lender’s commitment as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Term Loan Lender or with respect to any New Term Loan Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Term Loan Lenders in amounts equal to the Term Loan Commitment of such Term Loan Lenders as set forth in the Register. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Note and/or Term Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date. If the Applicable Margin for such Additional Term Loans or any Additional Term Loans in existence at such time exceeds the Applicable Margin for the Initial Term Loans, then the Applicable Margin for all Term Loans shall be increased to be equal to the Applicable Margin for such Additional Term Loans as determined on the applicable Additional Term Loan Effective Date. In addition, the Borrower shall repay such Additional Term Loans in accordance with the terms of Section 4.3(b).
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Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after exercisable on no more than two (2) occasions following the Closing Date until the Term Loan Increase Termination Maturity Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment by an aggregate principal amount of up to Fifty Million (i) $50,000,000250,000,000 less (ii) Dollarsthe sum of (A) the aggregate principal amount of any prior or simultaneous increase to the Revolving Credit Commitment made pursuant to Section 2.8 and (B) the aggregate principal amount of any prior increase to the Term Loan Commitment made pursuant to this Section 4.6. The BorrowerIn the event the Borrower desires to exercise the above-described option, by providing the Borrower shall deliver to the Administrative Agent an Increase Notification, Notification pursuant to which the Borrower may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "“Additional Term Loan”, and collectively, the "“Additional Term Loans"”).
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, Lenders or from other banks, financial institutions or investment fundsfunds that qualify as Eligible Assignees, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided that each such no Lender shall have no any obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "“New Term Lender" ” and collectively with the existing Lenders providing increased Term Loan Commitments, the "Increase “Increasing Term Lenders"”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof14.11.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (ii) any New Term Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term Loans; (iii) the Borrower shall shall, upon the request of any Increasing Term Lender, execute such Term Loan Notes as are necessary to reflect the such Increasing Term Lender’s Additional Term Loans under this Section 4.6Loans; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's ’s Compliance Certificate, in each case Certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term LoanLoan (and, if applicable, any simultaneous increase in the Revolving Credit Commitment), the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII and in the other Loan Documents shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof thereof, or if less, the maximum amount permitted pursuant to clause (a) above; (viii) the Borrower and each Increasing Term Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgement Agreement; and (Bix) the Administrative Agent shall not cause have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may reasonably request.
(d) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgement Agreement, from and after the applicable Additional Term Loan Effective Date, each Increasing Term Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increasing Term Lenders shall make the Additional Term Loans to exceed $190,000,000;the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increasing Term Lender’s commitment in respect of Additional Term Loans as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any New Term Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders as set forth in the Register. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date.
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Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after the Amendment and Restatement Closing Date until the Term Loan Increase Termination Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty Million ($50,000,000) Dollars. The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan, and collectively, the "Additional Term Loans").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment funds, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Lender" and collectively with the existing Lenders providing increased Commitments, the "Increase Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term Loans and the Supplemental Term Loans; (iii) the Borrower shall execute such Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000;265,000,000; (ix) the Borrower and each such Lender or lender not theretofore a Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Administrative Agent and each Subsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent, and (x) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution of the written agreement referred to in Section 4.6(c) above, from and after the Additional Term Loan Effective Date, each such Increase Lender shall have a Term Loan Commitment as therein set forth and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Lenders shall make Additional Term Loans to the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Lender's Term Loan Commitment.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgement Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any Lender not theretofore a Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders pursuant to the Lender Addition and Acknowledgement Agreement. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the Additional Term Loan Effective Date. If the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans at such time exceeds the Applicable Margin or existing pricing grid, as applicable, for Term Loans set forth in Section 5.1(c), then the Applicable Margin and pricing grid, if applicable, for all Term Loans shall be increased to be equal to the Applicable Margin and pricing grid, if applicable, for the Additional Term Loans as determined on the Additional Loan Effective Date. In addition, the amortization schedule set forth in Section 4.3 shall be replaced with a new amortization schedule reflecting a pro rata increase in the remaining installment payments and to provide for the repayment of both the existing Term Loans and the Additional Term Loans. ARTICLE V
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Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after exercisable on no more than two (2) occasions following the Closing Date until the Term Loan Increase Termination Maturity Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty One Hundred Million ($50,000,000100,000,000) Dollars. The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term LoanADDITIONAL TERM LOAN", and collectively, the "Additional Term LoansADDITIONAL TERM LOANS").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment funds, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided PROVIDED that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New LenderNEW LENDER" and collectively with the existing Lenders providing increased Commitments, the "Increase LendersINCREASE LENDERS"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided PROVIDED that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu PARI PASSU basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term Loans; (iii) the Borrower shall upon the request of any Lender making an Additional Term Loan, execute such Term Loan Notes as are necessary to reflect the such Lender's Additional Term Loans under this Section 4.6Loans; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof thereof; (viii) the Borrower and each such Lender or lender not theretofore a Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Administrative Agent and each Subsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent (an "ADDITIONAL TERM LOAN AGREEMENT"), and (Bix) the Administrative Agent shall not cause have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution, delivery, acceptance and recording of the applicable Additional Term Loan Agreement, from and after the applicable Additional Term Loan Effective Date, each Increase Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Lenders shall make the Additional Term Loans to exceed $190,000,000;the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increase Lender's commitment in respect of Additional Term Loans as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Additional Term Loan Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any Lender not theretofore a Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders as set forth in the Register. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date. If the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans at such time exceeds the Applicable Margin or existing pricing grid, as applicable, for the Initial Term Loans as set forth in Section 5.1(c), then the Applicable Margin and pricing grid, if applicable, for all Term Loans shall be increased to be equal to the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans as determined on the applicable Additional Term Loan Effective Date. Furthermore, if the all-in-yield, after giving effect to any offering of the Additional Term Loans at a discount from par or any fees paid to the Lenders in connection with such Additional Term Loans (the "ALL-IN-YIELD") with respect to the Additional Term Loans, exceeds the All-in-Yield with respect to the Initial Term Loans, then the fees payable by the Borrower with respect to the Initial Term Loans shall be increased to the extent necessary to cause the All-in-Yield with respect to the Initial Term Loans to equal to the All-in-Yield with respect to the Additional Term Loans (the amount of such increase to be determined by the Administrative Agent as of the Additional Term Loan Effective Date). In addition, an amortization schedule shall be prepared by the Administrative Agent in accordance with the terms of Section 4.3(b) to provide for the repayment of the applicable Additional Term Loans.
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Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after exercisable on no more than three (3) occasions following the Amended and Restated Closing Date until the Term Loan Increase Termination Date Maturity Date, to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment by a principal amount of up to Fifty Million ($50,000,000i) Dollarsthe Additional Term Loan Limit less (ii) the aggregate principal amount of any prior increase to the Term Loan Commitment made pursuant to this Section. The BorrowerIn the event the Borrower desires to exercise the above-described option, by providing the Borrower shall deliver to the Administrative Agent an Increase Notification, Notification pursuant to which the Borrower may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan", and collectively, the "Additional Term Loans").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, Lenders or from other banks, financial institutions or investment fundsfunds that qualify as Eligible Assignees, in each case in accordance with this Section 4.6Section. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided that each such no Lender shall have no any obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Term Lender" and collectively with the existing Lenders providing increased Term Loan Commitments, the "Increase Increasing Term Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof14.2.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basisbasis (provided that the Delayed Draw Term Loans shall be entitled to receive optional and mandatory prepayments prior to the Additional Term Loans in the manner specified in Section 4.4); (ii) any New Term Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Term LoansFacility; (iii) the Borrower shall shall, upon the request of any Increasing Term Lender, execute such Term Loan Notes as are necessary to reflect the such Increasing Term Lender's Additional Term Loans under this Section 4.6Loans; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case Certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article XSection 10.2, Section 10.3, Section 10.4 and Section 10.5 and demonstrating compliance with the Incurrence Test set forth in Section 10.1; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII and in the other Loan Documents shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof thereof, or if less, the maximum amount permitted pursuant to clause (a) above; (viii) the Borrower and each Increasing Term Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Term Loan Lender Addition and Acknowledgement Agreement; and (Bix) the Administrative Agent shall not cause have received any documents or information, including any joinder agreements, resolutions, certificates and legal opinions in connection with such increase in the Term Loan Commitment as it may reasonably request.
(d) Upon the execution, delivery, acceptance and recording of a written agreement (i) executed by the Borrower and each Increasing Term Lender and (ii) acknowledged by the Administrative Agent and each Subsidiary Guarantor, in form and substance satisfactory to exceed $190,000,000;the Administrative Agent (a "Term Loan Lender Addition and Acknowledgement Agreement"), from and after the applicable Additional Term Loan Effective Date, each Increasing Term Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increasing Term Lenders shall make the Additional Term Loans to the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increasing Term Lender's commitment in respect of Additional Term Loans as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Term Loan Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any New Term Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders as set forth in the Register. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date; provided that if the all-in-yield, after giving effect to any offering of such proposed Additional Term Loan at a discount from par or any fees paid to the Lenders in connection with such proposed Additional Term Loan (the "All-in-Yield"), exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Delayed Draw Term Loan or any existing Additional Term Loan by more than 0.25%, then the Applicable Margin or fees payable by the Borrowers with respect to the Delayed Draw Term Loan and/or such existing Additional Term Loan shall be increased to the extent necessary to cause the All-in-Yield with respect to the Delayed Draw Term Loan and/or such existing Additional Term Loans to be no more than 0.25% less than the All-in-Yield with respect to the proposed Additional Term Loan (the amount of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the applicable Additional Term Loan Effective Date).
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Samples: Credit Agreement (Globalstar, Inc.)
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower shall have the option, at any time after the Closing Date until the Term Loan Increase Termination Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty Million ($50,000,000) Dollars. The Borrower, by providing an Increase Notification, may request that additional Term Loans be made on the Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term LoanADDITIONAL TERM LOAN, and collectively, the "Additional Term LoansADDITIONAL TERM LOANS").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment funds, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan shall be offered first to each of the existing Lenders; provided PROVIDED that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New LenderNEW LENDER" and collectively with the existing Lenders providing increased Commitments, the "Increase LendersINCREASE LENDERS"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided PROVIDED that such amendment shall not modify the Credit Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu PARI PASSU basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Term Loans; (iii) the Borrower shall execute such Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower and contained in Article VII shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma PRO FORMA basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000;; (ix) the Borrower and each such Lender or lender not theretofore a Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Addition and Acknowledgment Agreement acknowledged by the Administrative Agent and each Subsidiary Guarantor and substantially in the form of EXHIBIT J attached hereto, and (x) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the Additional Term Loan Effective Date, each such Increase Lender shall have a Term Loan Commitment as therein set forth and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Lenders shall make Additional Term Loans to the Borrower on the Additional Term Loan 37 Effective Date in an amount equal to each such Lender's Term Loan Commitment.
(e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgement Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any existing Lender or with respect to any Lender not theretofore a Lender, a new Term Loan Note or Term Loan Notes to the order of the applicable Lenders in amounts equal to the Term Loan Commitment of such Lenders pursuant to the Lender Addition and Acknowledgement Agreement. Such new Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Borrower.
(g) The Applicable Margin and pricing grid, if applicable, for the Additional Term Loans shall be determined on the Additional Term Loan Effective Date. If the Applicable Margin and pricing grid, if applicable, for such Additional Term Loans at such time exceeds the Applicable Margin or existing pricing grid, as applicable, for Term Loans set forth in Section 5.1(c), then the Applicable Margin and pricing grid, if applicable, for all Term Loans shall be increased to be equal to the Applicable Margin and pricing grid, if applicable, for the Additional Term Loans as determined on the Additional Loan Effective Date. In addition, the amortization schedule set forth in Section 4.3 shall be replaced with a new amortization schedule reflecting a pro RATA increase in the remaining installment payments and to provide for the repayment of both the existing Term Loans and the Additional Term Loans.
Appears in 1 contract
Optional Increase In Term Loan Commitment. (a) Subject to the conditions set forth below, the Borrower Borrowers shall have the option, at any time after exercisable on no more than one (1) occasion following the Closing Date until the Term Loan Increase Termination first (1st) anniversary of the Closing Date to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment of up to Fifty Million Dollars ($50,000,000) Dollars). The BorrowerCompany, on behalf of the Borrowers, by providing an Increase Notification, may request that additional Term Loans be made on the applicable Additional Term Loan Effective Date pursuant to such increase in the Term Loan Commitment (each such additional Term Loan, an "Additional Term Loan, ," and collectively, the "Additional Term Loans").
(b) Each Additional Term Loan shall be obtained from existing Lenders, entities that qualify as Eligible Assignees, or from other banks, financial institutions or investment fundsfunds that qualify as Eligible Assignees, in each case in accordance with this Section 4.6. Participation in any Additional Term Loan Loans shall be offered first to each of the existing Lenders; provided that each such Lender shall have no obligation to provide any portion of such Additional Term Loans. If the amount of the Additional Term Loans requested by the Borrower Borrowers shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Term Loans, then the Borrower Borrowers may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such Additional Term Loans not committed to by existing Lenders (each such other bank, financial institution or investment fund, a "New Lender" and collectively with the existing Lenders providing increased Term Loan Commitments, the "Increase Lenders"). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any Additional Term Loan herein or therein; provided that such amendment shall not modify the Credit this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof.
(c) The following terms and conditions shall apply to each Additional Term Loan: (i) the Additional Term Loans made under this Section 4.6 shall constitute Obligations of the Borrower Borrowers and shall be secured and guaranteed with the other Extensions of Credit Loans on a pari passu basis; (ii) any New Lender making Additional Term Loans shall be entitled to the same voting rights as the existing Lenders under the Term Loan Facility and the Additional Term Loans shall receive proceeds of prepayments on the same basis as the Initial Term LoansLoans (except to the extent otherwise specified in Section 4.3 and Section 4.4(b)(v)); (iii) the Borrower Borrowers shall execute such new or replacement Term Loan Notes as are necessary to reflect the Additional Term Loans under this Section 4.6; (iv) the Administrative Agent and the Lenders shall have received from the Borrower Company, on behalf of the Borrowers, updated financial projections and an Officer's Compliance Certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Term Loan, the Borrower Borrowers will be in pro forma compliance with the financial covenants set forth in Article X; (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Additional Term Loan Effective Date or after giving effect to the making of any such Additional Term Loans; (vi) the representations and warranties made by the Borrower Borrowers and contained in Article VII this Agreement and the other Loan Documents shall be true and correct on and as of the Additional Term Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (vii) the Borrower shall demonstrate, on a pro forma basis (as of the date of, and after giving effect to, the making of any such Additional Term Loan), an Asset Coverage Ratio equal to or exceeding 1.00 to 1.00; (viii) the amount of such increase in the Term Loan Commitment and any Additional Term Loans obtained thereunder shall not (A) be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof and (B) shall not cause the Term Loan Commitment to exceed $190,000,000;190,000,000 in the aggregate; (viii) the Borrowers and each Increase Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Administrative Agent and each Borrower, in form and substance reasonably satisfactory to the Administrative Agent (the "Additional Term Loan Agreement"), and (ix) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such increase in the Term Loan Commitment as it may request in its reasonable discretion.
(d) Upon the execution, delivery, acceptance and recording of the Additional Term Loan Agreement, from and after the applicable Additional Term Loan Effective Date, each Increase Lender shall have a Term Loan Commitment as set forth in the Register and all the rights and obligations of a Lender with such a Term Loan Commitment hereunder. The Increase Lenders shall make the Additional Term Loans to the Borrower on the Additional Term Loan Effective Date in an amount equal to each such Increase Lender's commitment as agreed upon pursuant to subsection (b) above.
(e) The Administrative Agent shall maintain a copy of each Additional Term Loan Agreement delivered to it in accordance with Section 14.10(d).
(f) Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for any surrendered Term Loan Note or Term Loan Notes of any Increase Lender, a new Term Loan Note or Term Loan Notes, to the order of the applicable Increase Lender in an amount equal to the Term Loan Commitment of such Increase Lender as set forth in the Register. Such Term Loan Note or Term Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Term Loan Commitments, shall be dated as of the applicable Additional Term Loan Effective Date and shall otherwise be in substantially the form of the existing Term Loan Notes. Each surrendered Term Loan Note and/or Term Loan Notes shall be canceled and returned to the Company.
(g) The Applicable Margin for the Additional Term Loans shall be determined on the applicable Additional Term Loan Effective Date. If the Applicable Margin for such Additional Term Loans at such time exceeds the Applicable Margin for the Initial Term Loans as set forth in Section 5.1(c), then the Applicable Margin for all Term Loans shall be increased to be equal to the Applicable Margin for such Additional Term Loans as determined on the applicable Additional Term Loan Effective Date. In addition, an amortization schedule shall be prepared by the Administrative Agent in accordance with the terms of Section 4.3(b) to provide for the repayment of the applicable Additional Term Loans.
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