Permanent Refinancing. (a) On the Interim Loan Conversion Date, all outstanding Senior Interim Loans shall be automatically converted into term loans (each, a “Senior Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event of Default under Section 11.1(I)(f) or Section 11.1(I)(g), in each case with respect to the Borrower, shall have occurred and be continuing; and (i) On the 1st and/or 15th day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, the Senior Term Loans may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Term Loans; provided, however, that the Borrower shall not be required to issue Senior Notes in each case until the Borrower shall have received requests to issue at least $50,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time). (ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D hereto, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Indenture. The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture. (iii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the Senior Fixed Rate and (B) Senior Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 9, 2022 and (II) shall be redeemable as set forth in the Senior Refinancing Indenture and the Senior Notes attached thereto. (iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender. (c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Notes: (i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee. (ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture. (iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions. (d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Notice, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) . (e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
Appears in 1 contract
Permanent Refinancing. (a) On the Interim Loan Conversion Date, :
(i) all outstanding Senior Interim Cash Pay Loans shall be automatically converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Cash Pay Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event date; and
(ii) all outstanding Senior Interim Toggle Loans shall be automatically converted into term loans (each, a “Senior Toggle Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of Default under Section 11.1(I)(f) or Section 11.1(I)(g)such Senior Interim Toggle Loans, in each case with respect to the Borrower, shall have occurred and be continuing; andextent such Loans are not repaid in whole or in part in cash on or prior to such date.
(ib) On the 1st and/or 15th fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Notes issued pursuant to the Senior Refinancing Indenture having an aggregate principal amount equal to the unpaid principal amount of such Senior Cash Pay Term Loans and (B) the Senior Toggle Term Loans may be exchanged in whole or in part for one or more Senior Toggle Notes issued pursuant to the Senior Refinancing Indenture having an aggregate principal amount equal to the unpaid principal amount of such Senior Toggle Term Loans; provided, however, that the Borrower shall not be required to issue Senior Cash Pay Notes in each or Senior Toggle Notes, as the case may be, until the Borrower shall have received requests to issue at least $50,000,000 150,000,000 in aggregate principal amount (or if the aggregate principal amount of each of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Cash Pay Notes and Senior Term Loans outstanding at such time) of Senior Toggle Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 1,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)amount.
(iii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoE-1 or Exhibit E-2, as applicable, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged (which shall be at least $1,000,000 and integral multiples in excess thereof for each Class of Loans or the entire remaining aggregate principal amount of Loans of such Lender) and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Indenture. The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture.
(iiiii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Cash Pay Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior Fixed Rate and Cash Pay Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Cash Pay Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior Cash Pay Notes on such date to a third party that is not an Affiliate of such Lender), (B) Senior Toggle Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior Toggle Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Toggle Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior Toggle Notes on such date to a third party that is not an Affiliate of such Lender), and (C) Senior Cash Pay Notes and the Senior Toggle Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 915, 2022 2015 and October 15, 2016, respectively, and (II) shall be redeemable as set forth in the Senior Refinancing Indenture and the applicable form of Senior Notes attached thereto.
(iviii) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Cash Pay Notes and/or Senior Toggle Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Cash Pay Notes and/or Senior Toggle Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board Board of directors Directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(iv) The Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Registration Rights Agreement.
(v) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(vi) The Borrower shall have caused its counsel to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery, validity and enforceability of the Senior Refinancing Indenture and the Senior Refinancing Registration Rights Agreement).
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Interim Loan Conversion Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing refinancing, the Loans in any other manner not otherwise prohibited by this Agreement.
(f) It is understood and agreed that the Senior Term Loans exchanged for Senior Notes constitute the same indebtedness as such Senior Notes and that no novation shall be effected by any such exchange.
Appears in 1 contract
Samples: Senior Unsecured Interim Loan Agreement (Energy Future Holdings Corp /TX/)
Permanent Refinancing. (a) On the Interim Loan Conversion Date, all outstanding Senior Subordinated Interim Loans shall be automatically converted into term loans (each, a “Senior Subordinated Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Subordinated Interim Loans, in each case to the extent such Loans are not repaid in whole or in part in cash or on or prior to such date and no Event of Default under Section 11.1(I)(f) or Section 11.1(I)(g), in each case with respect to the Borrower, shall have occurred and be continuing; anddate.
(i) On the 1st and/or 15th fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, the Senior Subordinated Term Loans may be exchanged in whole or in part for one or more Senior Subordinated Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Subordinated Term Loans; provided, however, that the Borrower shall not be required to issue Senior Subordinated Notes in each case until the Borrower shall have received requests to issue at least $50,000,000 150,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Subordinated Notes and that the amount of Senior Subordinated Term Loans exchanged for Senior Subordinated Notes in any exchange request must be in excess of $50,000,000 1,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)amount.
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoD, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Subordinated Term Loans to be exchanged and, subject to the terms of the Senior Subordinated Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Subordinated Note requested. Senior Subordinated Term Loans exchanged for Senior Subordinated Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Subordinated Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Subordinated Refinancing Indenture. The Senior Subordinated Notes shall be issued in the form set forth in the Senior Subordinated Refinancing Indenture.
(iii) As more particularly provided in the Senior Subordinated Refinancing Indenture, (A) Senior Subordinated Notes issued pursuant to the Senior Subordinated Refinancing Indenture shall bear interest at the rate applicable to Senior Fixed Rate Subordinated Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Subordinated Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of Senior Subordinated Notes on such date to a third party that is not an Affiliate of such Lender), and (B) Senior Subordinated Notes issued pursuant to the Senior Subordinated Refinancing Indenture (I) shall mature on October 9September 24, 2022 2016 and (II) shall be redeemable as set forth in the Senior Subordinated Refinancing Indenture and the applicable form of Senior Subordinated Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Subordinated Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Subordinated Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Subordinated Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Subordinated Term Loans for Senior Subordinated Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as TrusteeTrustee for the Senior Subordinated Notes.
(ii) The Borrower shall have issued the Senior Subordinated Notes pursuant to the Senior Subordinated Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Subordinated Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Subordinated Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Subordinated Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(iv) The Borrower and each Guarantor shall have executed and delivered the Senior Subordinated Refinancing Registration Rights Agreement.
(v) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Subordinated Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Interim Loan Conversion Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Subordinated Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Subordinated Term Loans are so exchanged for Senior Subordinated Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
SECTION 3. [Reserved]
Appears in 1 contract
Samples: Senior Subordinated Interim Loan Agreement (First Data Corp)
Permanent Refinancing. (a) On the Interim Loan Conversion Date, all outstanding Senior Subordinated Interim Loans shall be automatically converted into term loans (each, a “Senior Subordinated Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Subordinated Interim Loans, in each case to the extent such Loans are not repaid in whole or in part in cash or on or prior to such date and no Event of Default under Section 11.1(I)(f) or Section 11.1(I)(g), in each case with respect to the Borrower, shall have occurred and be continuing; anddate.
(i) On the 1st and/or 15th fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, the Senior Subordinated Term Loans may be exchanged in whole or in part for one or more Senior Subordinated Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Subordinated Term Loans; provided, however, that the Borrower shall not be required to issue Senior Subordinated Notes in each case until the Borrower shall have received requests to issue at least $50,000,000 150,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Subordinated Notes and that the amount of Senior Subordinated Term Loans exchanged for Senior Subordinated Notes in any exchange request must be in excess of $50,000,000 1,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)amount.
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoD, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Subordinated Term Loans to be exchanged and, subject to the terms of the Senior Subordinated Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Subordinated Note requested. Senior Subordinated Term Loans exchanged for Senior Subordinated Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Subordinated Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Subordinated Refinancing Indenture. The Senior Subordinated Notes shall be issued in the form set forth in the Senior Subordinated Refinancing Indenture.
(iii) As more particularly provided in the Senior Subordinated Refinancing Indenture, (A) Senior Subordinated Notes issued pursuant to the Senior Subordinated Refinancing Indenture shall bear interest at the rate applicable to Senior Fixed Rate Subordinated Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Subordinated Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of Senior Subordinated Notes on such date to a third party that is not an Affiliate of such Lender), and (B) Senior Subordinated Notes issued pursuant to the Senior Subordinated Refinancing Indenture (I) shall mature on October 9March 31, 2022 2016 and (II) shall be redeemable as set forth in the Senior Subordinated Refinancing Indenture and the applicable form of Senior Subordinated Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Subordinated Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Subordinated Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Subordinated Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Subordinated Term Loans for Senior Subordinated Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as TrusteeTrustee for the Senior Subordinated Notes.
(ii) The Borrower shall have issued the Senior Subordinated Notes pursuant to the Senior Subordinated Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Subordinated Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Subordinated Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Subordinated Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(iv) The Borrower and each Guarantor shall have executed and delivered the Senior Subordinated Refinancing Registration Rights Agreement.
(v) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Subordinated Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Interim Loan Conversion Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Subordinated Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Subordinated Term Loans are so exchanged for Senior Subordinated Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
Appears in 1 contract
Samples: Senior Subordinated Interim Loan Agreement (First Data Corp)
Permanent Refinancing. (a) On the Interim Loan Conversion Rollover Date, ,
(i) all outstanding Senior Interim Cash Pay Loans shall be automatically converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount Outstanding Amount of such Senior Interim Cash Pay Loans, in each case to the extent that such Senior Interim Cash Pay Loans are not repaid in whole or in part in cash on or prior to such date and no Event date; and
(ii) all outstanding Senior Interim Toggle Loans shall be converted into term loans (each, a “Senior Toggle Term Loan”) having an aggregate principal amount equal to the Outstanding Amount of Default under Section 11.1(I)(f) or Section 11.1(I)(g)such Senior Interim Toggle Loans, in each case with respect to the Borrower, shall have occurred and be continuing; andextent that such Senior Interim Toggle Loans are not repaid in whole or in part in cash on or prior to such date.
(i) On the 1st and/or 15th fifteenth day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Rollover Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Exchange Notes having an aggregate principal amount equal to the unpaid principal amount Outstanding Amount of such Senior Cash Pay Term Loans and (B) the Senior Toggle Term Loans may be exchanged in whole or in part for one or more Senior Toggle Exchange Notes having an aggregate principal amount equal to the Outstanding Amount of such Senior Toggle Term Loans; provided, however, that the Borrower Borrowers shall not be required to issue Senior Cash Pay Exchange Notes in each or Senior Toggle Exchange Notes, as the case may be, until the Borrower Borrowers shall have received requests to issue at least $50,000,000 100,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Cash Pay Exchange Notes or Senior Toggle Exchange Notes, as the case may be. On each Exchange Date, the Borrowers shall pay to the Administrative Agent for the account of the applicable Lender any accrued and unpaid interest on such Lender’s Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans being exchanged for Senior Exchange Notes on such date. The terms of the Senior Cash Pay Exchange Notes and the Senior Toggle Exchange Notes will be set forth in any exchange request must be in excess of $50,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)Notes Indenture.
(ii) Such Lender shall provide the Borrower Borrowers prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoF, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged (which shall be at least $1,000,000 and integral multiples of $1,000,000 in excess thereof for each Class of Loans or the entire remaining aggregate principal amount of Loans of such Lender), the Exchange Date, which shall be a Business Day, and, subject to the terms of the Senior Refinancing Notes Indenture, the name of the proposed registered holder and the amount of each Senior Exchange Note requested; provided, however, that no Lender shall be permitted to exchange only a portion of its Loans unless such Lender intends at the time of such exchange to transfer the Senior Exchange Notes to a third-party Person that is not an Affiliate of such Lender. Senior Term Loans exchanged for Senior Exchange Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Exchange Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Notes Indenture. The Senior Exchange Notes shall be issued in the form set forth in the Senior Refinancing Notes Indenture.
(iii) As more particularly provided in the Senior Refinancing Notes Indenture, (i) (A) Senior Cash Pay Exchange Notes issued pursuant to the Senior Refinancing Notes Indenture shall bear interest at the rate applicable to Senior Fixed Rate and Cash Pay Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Cash Pay Term Loans in effect on the date of such exchange if necessary for an actual, bona fide sale of such Senior Cash Pay Exchange Notes to a third party that is not an Affiliate of such Lender), (B) Senior Toggle Exchange Notes issued pursuant to the Senior Refinancing Notes Indenture shall bear interest at the rate applicable to Senior Toggle Term Loans (Iunless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Toggle Term Loans in effect on the date of such exchange if necessary for an actual, bona fide sale of such Senior Toggle Exchange Notes to a third party that is not an Affiliate of such Lender), and (C) Senior Cash Pay Exchange Notes issued pursuant to the Senior Notes Indenture shall mature on October 9December 1, 2022 2015, Senior Toggle Exchange Notes issued pursuant to the Senior Notes Indenture shall mature on December 1, 2017 and (II) Senior Exchange Notes shall be redeemable as set forth in the Senior Refinancing Notes Indenture and the applicable form of Senior Exchange Notes attached thereto.
(ivc) Not later than five fifteen Business Days after the Exchange Date following delivery of any Exchange Senior Notice, the Borrower Borrowers shall (Ai) deliver a written notice to the trustee under the Senior Refinancing Notes Indenture (the “Senior Note Trustee”), directing such Senior Note Trustee to authenticate and deliver Senior Exchange Notes as specified in the Exchange Notice and (Bii) use all commercially reasonable efforts to effect delivery of such Senior Exchange Notes to the requesting Lender.
(cd) The Borrower agrees Borrowers agree that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Exchange Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower Borrowers shall have issued the Senior Exchange Notes pursuant to the Senior Refinancing Notes Indenture substantially in the applicable form set forth therein, and the Borrower Borrowers and each Guarantor shall have executed and delivered the Senior Refinancing Notes Indenture.
(iiiii) The Borrower Borrowers and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Notes Indenture and, in the case of the BorrowerBorrowers, the issuance of the Senior Exchange Notes, together with a customary certificate of the secretary of the such Borrower or such Guarantor certifying such resolutions.
(diii) The Borrowers and each Guarantor shall have executed and delivered the Senior Exchange Notes Registration Rights Agreement.
(iv) The Borrowers and each Guarantor shall have provided to the Lenders copies of resolutions of its board of directors approving the execution and delivery of the Senior Exchange Notes Registration Rights Agreement, together with a customary certificate of the secretary of such Borrower or such Guarantor certifying such resolutions.
(v) The Borrowers shall have caused their counsel to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrowers and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery, validity and enforceability of the Senior Exchange Notes, the Senior Notes Indenture and the Senior Exchange Note Registration Rights Agreement).
(e) If the foregoing conditions set forth in Section 2.14(c2.14(d) hereof are not satisfied with respect to a particular Exchange Noticeon the Rollover Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Term Loans are so exchanged for Senior Exchange Notes, subject to Section 13.1(b). The Borrower agrees Borrowers agree to satisfy the conditions set forth in Section 2.14(c2.14(d) hereof no later than ten fifteen Business Days after its receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(ef) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower Borrowers from repaying or refinancing the Senior Term Loans in any other manner not otherwise prohibited by this Agreement.
(g) It is understood and agreed that the Senior Term Loans exchanged for the Senior Exchange Notes constitute the same indebtedness as such Senior Exchange Notes and that no novation shall be effected by any such exchange.
Appears in 1 contract
Permanent Refinancing. (a) On the Interim Loan Conversion Refinancing Date, all each then outstanding Senior Interim Loans Loan shall be automatically converted into term loans (each, a “Senior Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event of Default under Section 11.1(I)(f) or Section 11.1(I)(g), in each case with respect to the Borrower, shall have occurred and be continuing; and
(i) On the 1st and/or 15th day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, the Senior Term Loans may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Term Loans; providedInterim Loan, howeverin each case to the extent such Loan is not repaid in whole or in part in cash or on or prior to such date. If the Borrower has elected to cause the Refinancing Date to occur prior to the Senior Interim Loan Maturity Date, that the Borrower shall not be required deliver to issue Senior Notes in each case until the Borrower shall have received requests to issue at least $50,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less Administrative Agent a notice no later than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time).
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D hereto, at least five three Business Days prior to the date of exchange. The Exchange Notice shall specify Refinancing Date stating that it is electing to convert the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for into Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed subsection 2.5 (which notice may include an election to pay PIK Interest (as defined in accordance with the provisions of the Senior Refinancing Indenture. ) for the first interest period of the Senior Notes).
(b) The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture.
(iii) . As more particularly provided in the Senior Refinancing Indenture, (A) Senior Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the Senior Fixed Rate and (B) Senior Notes issued pursuant to the Senior Refinancing Indenture (Ii) shall bear interest at 10.75% per annum plus, to the extent the Borrower elects to pay interest by increasing the principal amount of the Senior Notes as permitted pursuant to the terms of the Senior Refinancing Indenture, the PIK Margin, (ii) shall mature on October 9July 15, 2022 2015 and (IIiii) shall be redeemable as set forth in the Senior Refinancing Indenture and the applicable form of Senior Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange conversion of Senior Term Loans for into Senior Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower therein and each Subsidiary Guarantor shall have executed and delivered the Senior Refinancing Indenture.
(iiiii) The Borrower and each Subsidiary Guarantor shall have provided to the Administrative Agent copies of resolutions of its board Board of directors Directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Subsidiary Guarantor certifying such resolutions.
(diii) The Borrower and each Subsidiary Guarantor shall have executed and delivered the Senior Refinancing Registration Rights Agreement.
(iv) The Borrower and each Subsidiary Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Subsidiary Guarantor certifying such resolutions. If the foregoing conditions set forth in Section 2.14(cthis subsection 2.5(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Refinancing Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such Senior Term the Loans pursuant to this Agreement until such conditions are satisfied and such Senior Term the Loans are so exchanged for converted into Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 subsection 2.5 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
(d) No provision in subsection 3.11 shall apply to any payment with respect to any Senior Notes.
(e) After the Refinancing Date, the Borrower shall have the right, but not the obligation, by delivery of written notice to any Committed Lender (the “Purchase Notice”) to purchase all or part of the Senior Notes (including any beneficial interest therein held through The Depository Trust Company or any other clearinghouse agency, or any nominee thereof) held beneficially or of record by such Committed Lender or any of its Affiliates (such Committed Lender and its Affiliates collectively, the “Selling Parties”), other than any such Senior Notes acquired pursuant to customary market making activities (but only to the extent of the aggregate principal amount of any such Senior Notes that exceeds the aggregate principal amount of Senior Notes held by such Committed Lender and its Affiliates on the Refinancing Date after giving effect to transfers agreed to on, and occurring within 3 Business Days after, the Refinancing Date), at the time of delivery of the Purchase Notice for a purchase price equal to 100% the principal amount of the Senior Notes so purchased (the “Purchase Price”) plus, except if the Purchase Date is between a regular record date and the related interest payment date, accrued and unpaid interest to the Purchase Date (as defined below). The Purchase Notice shall specify (x) the aggregate principal amount of such Senior Notes that the Borrower thereby elects to purchase, if less than all such Senior Notes then so held by the relevant Selling Parties, it being understood that if the Borrower elects to purchase less than all of the Senior Notes held by the Selling Parties, the aggregate principal amount to be purchased shall be allocated ratably among the Selling Parties based on the respective principal amounts of Senior Notes then so held by them, and (y) the closing date for such purchase (the “Purchase Date”), which shall be at least three Business Days following delivery of the Purchase Notice. Upon written request by the Borrower to any Committed Lender, such Committed Lender shall provide to the Borrower in writing the aggregate principal amount of Senior Notes (and beneficial interests therein) owned by such Committed Lender and its Affiliates. On the Purchase Date:
(i) each Committed Lender will, and will cause each of its Affiliates that is a Selling Party to, deliver to the Borrower all documents necessary or appropriate for registration of the transfer to the Borrower of such Selling Party’s Senior Notes so purchased in compliance with all requirements of the Senior Notes Indenture, all applicable laws and regulations governing transfer of the Senior Notes, and all applicable procedures of The Depository Trust Company or any other relevant clearinghouse agency; and
(ii) the Borrower will pay in immediately available funds in Dollars to each Selling Party an amount equal to the Purchase Price for such Selling Party’s Senior Notes so purchased.
Appears in 1 contract
Samples: Senior Interim Loan Credit Agreement (Servicemaster Co)
Permanent Refinancing. (a) On the Interim Loan Conversion Date, :
(i) all outstanding Senior Interim Cash Pay Loans shall be automatically converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Cash Pay Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event date; and
(ii) all outstanding Senior Interim Toggle Loans shall be automatically converted into term loans (each, a “Senior Toggle Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of Default under Section 11.1(I)(f) or Section 11.1(I)(g)such Senior Interim Toggle Loans, in each case with respect to the Borrower, shall have occurred and be continuing; andextent such Loans are not repaid in whole or in part in cash on or prior to such date.
(i) On the 1st and/or 15th fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Notes issued pursuant to the Senior Refinancing Indenture having an aggregate principal amount equal to the unpaid principal amount of such Senior Cash Pay Term Loans and (B) the Senior Toggle Term Loans may be exchanged in whole or in part for one or more Senior Toggle Notes issued pursuant to the Senior Refinancing Indenture having an aggregate principal amount equal to the unpaid principal amount of such Senior Toggle Term Loans; provided, however, that the Borrower shall not be required to issue Senior Cash Pay Notes in each or Senior Toggle Notes, as the case may be, until the Borrower shall have received requests to issue at least $50,000,000 150,000,000 in aggregate principal amount (or if the aggregate principal amount of each of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Cash Pay Notes and Senior Term Loans outstanding at such time) of Senior Toggle Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 1,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)amount.
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoE-1 or Exhibit E-2, as applicable, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged (which shall be at least $1,000,000 and integral multiples in excess thereof for each Class of Loans or the entire remaining aggregate principal amount of Loans of such Lender) and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Indenture. The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture.
(iii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Cash Pay Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior Fixed Rate Cash Pay Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Cash Pay Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior Cash Pay Notes on such date to a third party that is not an Affiliate of such Lender), (B) Senior Toggle Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior Toggle Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Toggle Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior Toggle Notes on such date to a third party that is not an Affiliate of such Lender), and (BC) Senior Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 915, 2022 2017 and (III) shall be redeemable as set forth in the Senior Refinancing Indenture and the applicable form of Senior Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Cash Pay Notes and/or Senior Toggle Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Cash Pay Notes and/or Senior Toggle Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board Board of directors Directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(iv) The Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Registration Rights Agreement.
(v) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(vi) The Borrower shall have caused its counsel to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery, validity and enforceability of the Senior Refinancing Indenture and the Senior Refinancing Registration Rights Agreement).
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Interim Loan Conversion Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing refinancing, the Loans in any other manner not otherwise prohibited by this Agreement.
(f) It is understood and agreed that the Senior Term Loans exchanged for Senior Notes constitute the same indebtedness as such Senior Notes and that no novation shall be effected by any such exchange.-
Appears in 1 contract
Samples: Senior Unsecured Interim Loan Agreement (Energy Future Holdings Corp /TX/)
Permanent Refinancing. (a) On the Interim Loan Conversion Rollover Date, ,
(i) all outstanding Senior Interim Cash Pay Loans shall be automatically converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount Outstanding Amount of such Senior Interim Cash Pay Loans, in each case to the extent that such Senior Interim Cash Pay Loans are not repaid in whole or in part in cash on or prior to such date and no Event date; and
(ii) all outstanding Senior Interim Toggle Loans shall be converted into term loans (each, a “Senior Toggle Term Loan”) having an aggregate principal amount equal to the Outstanding Amount of Default under Section 11.1(I)(f) or Section 11.1(I)(g)such Senior Interim Toggle Loans, in each case with respect to the Borrower, shall have occurred and be continuing; andextent that such Senior Interim Toggle Loans are not repaid in whole or in part in cash on or prior to such date.
(i) On the 1st and/or 15th Rollover Date or on the fifteenth day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Rollover Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Exchange Notes having an aggregate principal amount equal to the unpaid principal amount Outstanding Amount of such Senior Cash Pay Term Loans and (B) the Senior Toggle Term Loans may be exchanged in whole or in part for one or more Senior Toggle Exchange Notes having an aggregate principal amount equal to the Outstanding Amount of such Senior Toggle Term Loans; provided, however, that the Borrower shall not be required to issue Senior Cash Pay Exchange Notes in each or Senior Toggle Exchange Notes, as the case may be, until the Borrower shall have received requests to issue at least $50,000,000 100,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Cash Pay Exchange Notes or Senior Toggle Exchange Notes, as the case may be. On each Exchange Date, the Borrower shall pay to the Administrative Agent for the account of the applicable Lender any accrued and unpaid interest on such Lender’s Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans being exchanged for Senior Exchange Notes on such date. The terms of the Senior Cash Pay Exchange Notes and the Senior Toggle Exchange Notes will be set forth in any exchange request must be in excess of $50,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)Notes Indenture.
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoJ, at least five Business Days prior to the date of exchangeexchange (fifteen (15) Business Days if the Exchange Date is the Rollover Date). The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged (which shall be at least $1,000,000 and integral multiples of $1,000,000 in excess thereof for each Class of Loans or the entire remaining aggregate principal amount of Loans of such Lender), the Exchange Date, which shall be a Business Day, and, subject to the terms of the Senior Refinancing Notes Indenture, the name of the proposed registered holder and the amount of each Senior Exchange Note requested; provided, however, that no Lender shall be permitted to exchange only a portion of its Loans unless such Lender intends at the time of such exchange to transfer the Senior Exchange Notes to a third-party Person that is not an Affiliate of such Lender. Senior Term Loans exchanged for Senior Exchange Notes pursuant to this Section 2.14 2.21 shall be deemed repaid and canceled, and the Senior Exchange Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Notes Indenture. The Senior Exchange Notes shall be issued in the form set forth in the Senior Refinancing Notes Indenture.
(iii) As more particularly provided in the Senior Refinancing Notes Indenture, (i) (A) Senior Cash Pay Exchange Notes issued pursuant to the Senior Refinancing Notes Indenture shall bear interest at the rate applicable to Senior Fixed Rate and Cash Pay Term Loans in effect on the date of such exchange, (B) Senior Toggle Exchange Notes issued pursuant to the Senior Refinancing Notes Indenture shall bear interest at the rate applicable to Senior Toggle Term Loans in effect on the date of such exchange, and (IC) Senior Cash Pay Exchange Notes issued pursuant to the Senior Notes Indenture shall mature on October 9January 28, 2022 2016 Senior Toggle Exchange Notes issued pursuant to the Senior Notes Indenture shall mature on January 28, 2018 and (II) Senior Exchange Notes shall be redeemable as set forth in the Senior Refinancing Notes Indenture and the applicable form of Senior Exchange Notes attached thereto.
(ivc) Not later than five fifteen Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (Ai) deliver a written notice to the trustee under the Senior Refinancing Notes Indenture (the “Senior Note Trustee”), directing such Senior Note Trustee to authenticate and deliver Senior Exchange Notes as specified in the Exchange Notice and (Bii) use all commercially reasonable efforts to effect delivery of such Senior Exchange Notes to the requesting Lender.
(cd) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Exchange Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Exchange Notes pursuant to the Senior Refinancing Notes Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Notes Indenture.
(iiiii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Notes Indenture and, in the case of the Borrower, the issuance of the Senior Exchange Notes, together with a customary certificate of the secretary of the such Borrower or such Guarantor certifying such resolutions.
(diii) The Borrower and each Guarantor shall have executed and delivered the Senior Exchange Notes Registration Rights Agreement.
(iv) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its board of directors approving the execution and delivery of the Senior Exchange Notes Registration Rights Agreement, together with a customary certificate of the secretary of such Borrower or such Guarantor certifying such resolutions.
(v) The Borrower shall have caused its counsel to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery, validity and enforceability of the Senior Exchange Notes, the Senior Notes Indenture and the Senior Exchange Note Registration Rights Agreement).
(e) If the foregoing conditions set forth in Section 2.14(c2.21(d) hereof are not satisfied with respect to a particular Exchange Noticeon the Rollover Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Term Loans are so exchanged for Senior Exchange Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c2.21(d) hereof no later than ten fifteen Business Days after its receipt of the first Exchange NoticeNotice and, if the Exchange Date is the Rollover Date, subject to the proviso in Section 2.14(b)(i) occurrence of the Rollover Date.
(ef) Nothing in this Section 2.14 2.21 shall prevent or limit the ability of the Borrower from repaying or refinancing the Senior Term Loans in any other manner not otherwise prohibited by this Agreement.
(g) It is understood and agreed that the Senior Term Loans exchanged for the Senior Exchange Notes constitute the same indebtedness as such Senior Exchange Notes and that no novation shall be effected by any such exchange.
Appears in 1 contract
Samples: Senior Unsecured Interim Loan Agreement (Harrahs Entertainment Inc)
Permanent Refinancing. (a) On the Interim Loan Conversion Date, :
(i) all outstanding Senior Interim Cash Pay Loans shall be automatically converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Cash Pay Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event date; and
(ii) all outstanding Senior Interim PIK Loans shall be converted into term loans (each, a “Senior PIK Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of Default under Section 11.1(I)(f) or Section 11.1(I)(g)such Senior Interim PIK Loans, in each case with respect to the Borrower, shall have occurred and be continuing; andextent such Loans are not repaid in whole or in part in cash on or prior to such date.
(i) On the 1st and/or 15th fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Cash Pay Term Loans and (B) the Senior PIK Term Loans may be exchanged in whole or in part for one or more Senior PIK Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior PIK Term Loans; provided, however, that the Borrower shall not be required to issue Senior Cash Pay Notes in each or Senior PIK Notes, as the case may be, until the Borrower shall have received requests to issue at least $50,000,000 150,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 1,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)amount.
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoD-1 or Exhibit D-2, as applicable, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing IndentureIndenture or the Senior Take-out Notes Indenture (as the case may be), the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing IndentureIndenture or the Senior Take-out Notes Indenture (as the case may be). The Senior Notes shall be issued in the form set forth in the Senior Refinancing IndentureIndenture or the Senior Take-out Notes Indenture (as the case may be).
(iii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Cash Pay Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior Fixed Rate Cash Pay Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Cash Pay Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior Cash Pay Notes on such date to a third party that is not an Affiliate of such Lender), (B) Senior PIK Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior PIK Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior PIK Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior PIK Notes on such date to a third party that is not an Affiliate of such Lender), and (BC) Senior Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 9September 24, 2022 2015 and (II) shall be redeemable as set forth in the Senior Refinancing Indenture and the applicable form of Senior Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Cash Pay Notes and/or Senior PIK Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Cash Pay Notes and/or Senior PIK Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(iv) The Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Registration Rights Agreement.
(v) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Interim Loan Conversion Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
Appears in 1 contract
Samples: Senior Unsecured Interim Loan Agreement (First Data Corp)
Permanent Refinancing. (a) On the Interim Loan Conversion Date, :
(i) all outstanding Senior Interim Cash Pay Loans shall be automatically converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Cash Pay Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event date; and
(ii) all outstanding Senior Interim PIK Loans shall be converted into term loans (each, a “Senior PIK Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of Default under Section 11.1(I)(f) or Section 11.1(I)(g)such Senior Interim PIK Loans, in each case with respect to the Borrower, shall have occurred and be continuing; andextent such Loans are not repaid in whole or in part in cash on or prior to such date.
(i) On the 1st and/or 15th fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Cash Pay Term Loans and (B) the Senior PIK Term Loans may be exchanged in whole or in part for one or more Senior PIK Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior PIK Term Loans; provided, however, that the Borrower shall not be required to issue Senior Cash Pay Notes in each or Senior PIK Notes, as the case may be, until the Borrower shall have received requests to issue at least $50,000,000 150,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 1,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time)amount.
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D heretoD-1 or Exhibit D-2, as applicable, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Indenture. The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture.
(iii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Cash Pay Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior Fixed Rate Cash Pay Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior Cash Pay Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior Cash Pay Notes on such date to a third party that is not an Affiliate of such Lender), (B) Senior PIK Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the rate applicable to Senior PIK Term Loans (unless a Lender shall elect to have the interest rate fixed at the rate applicable to Senior PIK Term Loans in effect on the date of such exchange if necessary to effect an actual bona fide sale of such Senior PIK Notes on such date to a third party that is not an Affiliate of such Lender), and (BC) Senior Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 9September 24, 2022 2015 and (II) shall be redeemable as set forth in the Senior Refinancing Indenture and the applicable form of Senior Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Cash Pay Notes and/or Senior PIK Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Cash Pay Notes and/or Senior PIK Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(iv) The Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Registration Rights Agreement.
(v) The Borrower and each Guarantor shall have provided to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Senior Refinancing Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Noticeon the Interim Loan Conversion Date, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such the Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such the Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
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Samples: Senior Unsecured Interim Loan Agreement (First Data Corp)
Permanent Refinancing. (a) On the Interim Loan Conversion Date, all outstanding Senior Interim Loans shall be automatically converted into term loans (each, a “Senior Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event of Default under Section 11.1(I)(f) or Section 11.1(I)(g), in each case with respect to the Borrower, shall have occurred and be continuing; and
(i) On the 1st and/or 15th day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, the Senior Term Loans may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Term Loans; provided, however, that the Borrower shall not be required to issue Senior Notes in each case until the Borrower shall have received requests to issue at least $50,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time).
(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D hereto, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Indenture. The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture.
(iii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the Senior Fixed Rate and (B) Senior Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 9, 2022 and (II) shall be redeemable as set forth in the Senior Refinancing Indenture and the Senior Notes attached thereto.
(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender.
(c) The Borrower agrees that as a condition to the effectiveness of the exchange of Senior Term Loans for Senior Notes:
(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.
(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture.
(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.
(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Notice, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b). The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) ).
(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.
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