Refinancing Debt. (a) Any Borrower, as applicable, may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that: (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced; (ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced; (iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties; (iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date; (v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings; (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and (vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof. (b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
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Samples: Restatement Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. (a) Any Borrower, as applicable, The Borrower may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or Multicurrency Revolving Facility Commitmentsconditioned), in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or and/or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”; and the Refinancing Term Facilities and Refinancing Revolving Facilities, collectively, the “Refinancing Debt”) to the Facilities to refinance (x) all or any portion of the Term Loans then outstanding under this Agreement, (y) all or any portion of the Revolving Loans then outstanding (or unused Revolving Commitments) under this Agreement and/or (z) all or any portion of the Incremental Equivalent Debt then outstanding, in each case pursuant to procedures specified by the Administrative Agent in a Refinancing Amendment and reasonably acceptable to the Borrower; provided that such Refinancing Debt:
(i) shall not have a principal or commitment amount (or accreted value) greater than the Loans or Commitments, as applicable, being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) will rank pari passu in right of payment as the other Loans and together Commitments hereunder;
(iii) will be unsecured or secured by Property constituting the Collateral on a pari passu or junior basis with the Refinancing Term Facilities, Obligations and shall be subject to customary intercreditor arrangements on terms reasonably acceptable to the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower Administrative Agent;
(iv) in the case of any Refinancing Term Facility, shall not mature earlier than the Latest Term Maturity Date then in effect, or have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the then longest outstanding tranche of Term Loans;
(v) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicableshall have a final maturity date later than the termination date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and shall not be subject to any amortization or other scheduled payments of principal, mandatory prepayment or commitment reduction prior to such Revolving Termination Date;
(vi) in the institutions providing case of any Refinancing Term Facility, shall participate not more than ratably, or (if such Refinancing Term Facility is secured by Property constituting the Collateral on a junior basis with the Obligations) on a junior basis, with the Obligations in any voluntary or Refinancing Revolving Facility mandatory prepayments of Term Loans hereunder;
(vii) shall not be guaranteed by any Person that is not a Guarantor;
(viii) shall have material terms and conditions (other than terms with respect to any Refinancing Revolving Facilityinterest rate and optional prepayment) that are not more favorable, subject to when taken as a whole (as determined by the consent of the Administrative Agent as to the selection of lenders thereunderBorrower in good faith), to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
(i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, Debt than, the terms and conditionsconditions of the Facilities and Loans being refinanced, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to during periods after the later of the Latest Revolving Termination Date and the Latest Term Maturity Date;
(v) with respect to (1) Refinancing Notes Date in effect at the time of such refinancing or (2) any Refinancing Facilities secured by Liens on the Collateral that which are junior in right of security applied to the Liens on relevant Term Facility or Revolving Facility existing at the Collateral securing time of the Facilities, incurrence of such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to Refinancing Debt (so that the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Eventexisting Lenders also receive the benefit of such provisions); and
(viiix) the aggregate principal Net Cash Proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of any Refinancing Facility or Refinancing Notes Revolving Commitments shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofreduced).
(b) Notwithstanding The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the foregoingAdministrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt may be provided by existing Lenders, no or (subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed)) other Persons that meet the requirements to be Assignees under Section 10.6, in such respective amounts as the Borrower may elect.
(c) The effectiveness of any Refinancing Facility Amendment shall become effective under this Section 2.18 (i) unless be subject to the satisfaction on the date thereof of such effectiveness, each of the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received5.2 and, to the extent reasonably requested by the Administrative Agent, customary receipt by the Administrative Agent of legal opinions, board resolutions and resolutions, officer’s certificates, reaffirmation agreements and/or other customary closing certificates and documentation documents in connection therewith, including any supplements or amendments to the Security Documents providing for such Refinancing Debt to be secured thereby, consistent with those delivered on the Restatement Closing Date under Section 6 5.1. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Restatement AgreementAdministrative Agent and the Borrower in connection with the establishment of such new tranches, in each case on terms consistent with and/or to effect the provisions of this Section 2.30.
(cd) Each class of Refinancing Debt incurred under this Section 2.30 shall be in an aggregate principal amount that is (i) not less than $15,000,000 and (ii) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary pursuant to any Refinancing Revolving Facility established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Loans and Commitments extended or established pursuant to this Section 2.30 and obligations of the Loan Parties in connection therewith shall constitute Loans and Commitments and part of the Obligations under, and shall be entitled to all the benefits afforded by, this Agreement, and except as expressly provided in the applicable Refinancing Amendment and intercreditor agreements (to the extent contemplated by immediately preceding clause (a)(iii)), the other Loan Documents.
(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” and “tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section 2.182.30. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
Appears in 1 contract
Refinancing Debt. (a) Any Borrower, Notwithstanding anything in this Indenture as applicable, may, from time amended to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereundercontrary, the “Refinancing Term Loans”) or new revolving credit facilities Company may incur up to $125 million of Indebtedness (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “"Refinancing Debt”); provided that:
"): (A) to refinance (whether by repurchase, redemption, defeasance, exchange, amendment or otherwise) (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result $30 million in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of Senior Notes due 1998 and $30 million in aggregate principal amount of Subordinated Notes due 1998 (collectively the "1998 Notes"), (ii) $5.2 million in aggregate principal amount of Senior Notes due 2001 and $5.2 million in aggregate principal amount of Subordinated Notes due 2001 (collectively the "2001 Notes") (together with the 1998 Notes, the "Private Notes"), and (iii) $12.5 million in 1989 Preferred Stock (the "Private Notes" and the "1989 Preferred Stock" are hereinafter referred to collectively as the "Private Securities"); (B) to pay for the cost and fees (including without limitation any redemption premiums) incurred in connection with refinancing the Private Securities; and (C) to incur Indebtedness for general corporate purposes (any Indebtedness incurred pursuant to this clause (C) shall be referred to herein as the "Borrowing"); provided, however, that at no time shall the outstanding aggregate principal amount of Private Securities and Refinancing Facility or Debt exceed $125 million; and, provided, further, that the Refinancing Notes Debt shall have a longer Average Life than the Private Securities. Without limiting the generality of the foregoing, the incurrence of the Refinancing Debt and the use of proceeds therefrom as provided in the preceding sentence shall not be greater than (A) subject to the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless limitations on the date of such effectiveness, the conditions Funded Debt set forth in Section 5.05(b4.3 or (B) subject to the limitations on Restricted Payments set forth in Section 4.5 and shall be satisfied or waived and excluded in the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer calculation of the applicable Borrower amount of Restricted Payments, and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary incurred as Senior Debt or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Designated Senior Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
Appears in 1 contract
Refinancing Debt. (a) Any Borrower, as applicable, The Borrower may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or Multicurrency Revolving Facility Commitmentsconditioned), in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or and/or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”; and the Refinancing Term Facilities and Refinancing Revolving Facilities, collectively, the “Refinancing Debt”) to the Facilities to refinance (x) all or any portion of the Term Loans then outstanding under this Agreement, (y) all or any portion of the Revolving Loans then outstanding (or unused Revolving Commitments) under this Agreement and/or (z) all or any portion of the Incremental Notes then outstanding, in each case pursuant to procedures specified by the Administrative Agent in a Refinancing Amendment and reasonably acceptable to the Borrower; provided that such Refinancing Debt:
(i) shall not have a principal or commitment amount (or accreted value) greater than the Loans or Commitments, as applicable, being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) will rank pari passu in right of payment as the other Loans and together Commitments hereunder;
(iii) will be unsecured or secured by Property constituting the Collateral on a pari passu or junior basis with the Refinancing Term Facilities, Obligations and shall be subject to customary intercreditor arrangements on terms reasonably acceptable to the “Refinancing Facilities”), respectively, under this Agreement with Administrative Agent;
(iv) shall not mature or have a Weighted Average Life to Maturity prior to the consent date that is 91 days after the maturity date of the applicable Borrower Term Loans being refinanced;
(v) in the case of any Refinancing Revolving Facility, shall have a final maturity date later than the termination date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and shall not be subject to any amortization or other scheduled payments of principal, mandatory prepayment or commitment reduction prior to such Revolving Termination Date;
(vi) in the case of any Refinancing Term Facility) , shall participate on a pro rata basis, or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing if such Refinancing Term Facility is secured by Property constituting the Collateral on a junior basis with the Obligations) on a junior basis, with the Obligations in any voluntary or Refinancing Revolving Facility mandatory prepayments of Term Loans hereunder;
(vii) shall not be guaranteed by any Person that is not a Guarantor;
(viii) shall have terms and conditions (other than terms with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent interest rate and optional prepayment) that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
(i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date ofare substantially identical to, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsless favorable, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, Debt than, the terms and conditionsconditions of the Facilities and Loans being refinanced, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to during periods after the Latest Term Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on Date in effect at the Collateral that are junior in right time of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Eventrefinancing; and
(viiix) the aggregate principal Net Cash Proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of any Refinancing Facility or Refinancing Notes Revolving Commitments shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofreduced).
(b) Notwithstanding The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the foregoingAdministrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt may be provided by existing Lenders, no or (subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed)) other Persons that meet the requirements to be Assignees under Section 10.6, in such respective amounts as the Borrower may elect.
(c) The effectiveness of any Refinancing Facility Amendment shall become effective under this Section 2.18 (i) unless be subject to the satisfaction on the date thereof of such effectiveness, each of the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received5.2 and, to the extent reasonably requested by the Administrative Agent, customary receipt by the Administrative Agent of legal opinions, board resolutions and resolutions, officer’s certificates, reaffirmation agreements and/or other customary closing certificates and documentation documents in connection therewith, including any supplements or amendments to the Security Documents providing for such Refinancing Debt to be secured thereby, consistent with those delivered on the Restatement Closing Date under Section 6 5.1. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Restatement AgreementAdministrative Agent and the Borrower in connection with the establishment of such new tranches, in each case on terms consistent with and/or to effect the provisions of this Section 2.30.
(cd) Each class of Refinancing Debt incurred under this Section 2.30 shall be in an aggregate principal amount that is (i) not less than $15,000,000 and (ii) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary, or the provision to the Borrower of Swingline Loans, pursuant to any Refinancing Revolving Facility established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments.
(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” and “tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section 2.182.30. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
Appears in 1 contract
Refinancing Debt. (a) Any The Borrower or the Designated Borrower, as applicable, may, from time to time, refinance Term Loans and under the Term A-1 Facility or the Term A-2 Facility or replace USD commitments under the Revolving Facility Commitments or Multicurrency Revolving Facility CommitmentsFacility, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility)Designated Borrower, as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
(i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Holdings, the Borrower or a Subsidiary Loan PartiesParty;
(iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings the Borrower in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdingsthe Borrower;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. (a) Any BorrowerThe Borrower may, as applicable, maysubject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing Term Facility will rank pari passu or Refinancing Notes do not mature prior to junior in right of payment and in respect of lien priority with the maturity date ofother Loans hereunder; (B) will have such pricing, or prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and except conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro-rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08(b) on a dollar-for-dollar basis; and provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only to during periods after (1) the Latest Maturity Date;
(v) with Date in respect to (1) of the Facilities that is in effect on the date such Refinancing Notes Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Facilities secured by Liens on the Collateral that are junior in right of security Debt pursuant to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable a written notice to the Administrative Agent and Holdings;
specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofAdministrative Agent.
(bc) Notwithstanding the foregoing, no Refinancing Facility Amendment shall become effective (the “Refinancing Effective Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Closing Date under Section 6 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement AgreementAdministrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Effective Date.
(cd) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Term Loans then outstanding.
(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.182.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Any Borrower, as applicable, The Borrower may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or Multicurrency Revolving Facility Commitmentsconditioned), in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or and/or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”; and the Refinancing Term Facilities and Refinancing Revolving Facilities, collectively, the “Refinancing Debt”) to the Facilities to refinance (x) all or any portion of the Term Loans then outstanding under this Agreement, (y) all or any portion of the Revolving Loans then outstanding (or unused Revolving Commitments) under this Agreement and/or (z) all or any portion of the Incremental Notes then outstanding, in each case pursuant to procedures specified by the Administrative Agent in a Refinancing Amendment and reasonably acceptable to the Borrower; provided that such Refinancing Debt:
(i) shall not have a principal or commitment amount (or accreted value) greater than the Loans or Commitments, as applicable, being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) will rank pari passu in right of payment as the other Loans and together Commitments hereunder;
(iii) will be unsecured or secured by Property constituting the Collateral on a pari passu or junior basis with the Refinancing Term Facilities, Obligations and shall be subject to customary intercreditor arrangements on terms reasonably acceptable to the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower Administrative Agent;
(iv) in the case of any Refinancing Term Facility, shall not mature earlier than the Latest Term Maturity Date then in effect, or have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the then longest outstanding tranche of Term Loans;
(v) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicableshall have a final maturity date later than the termination date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and shall not be subject to any amortization or other scheduled payments of principal, mandatory prepayment or commitment reduction prior to such Revolving Termination Date;
(vi) in the institutions providing case of any Refinancing Term Facility, shall participate not more than ratably, or (if such Refinancing Term Facility is secured by Property constituting the Collateral on a junior basis with the Obligations) on a junior basis, with the Obligations in any voluntary or Refinancing Revolving Facility mandatory prepayments of Term Loans hereunder;
(vii) shall not be guaranteed by any Person that is not a Guarantor;
(viii) shall have material terms and conditions (other than terms with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, interest rate and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
(ioptional prepayment) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsmore favorable, when taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, Debt than, the terms and conditionsconditions of the Facilities and Loans being refinanced, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to during periods after the later of the Latest Revolving Termination Date and the Latest Term Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on Date in effect at the Collateral that are junior in right time of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Eventrefinancing; and
(viiix) the aggregate principal Net Cash Proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of any Refinancing Facility or Refinancing Notes Revolving Commitments shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofreduced).
(b) Notwithstanding The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the foregoingAdministrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt may be provided by existing Lenders, no or (subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed)) other Persons that meet the requirements to be Assignees under Section 10.6, in such respective amounts as the Borrower may elect.
(c) The effectiveness of any Refinancing Facility Amendment shall become effective under this Section 2.18 (i) unless be subject to the satisfaction on the date thereof of such effectiveness, each of the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received5.2 and, to the extent reasonably requested by the Administrative Agent, customary receipt by the Administrative Agent of legal opinions, board resolutions and resolutions, officer’s certificates, reaffirmation agreements and/or other customary closing certificates and documentation documents in connection therewith, including any supplements or amendments to the Security Documents providing for such Refinancing Debt to be secured thereby, consistent with those delivered on the Restatement Closing Date under Section 6 5.1. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Restatement AgreementAdministrative Agent and the Borrower in connection with the establishment of such new tranches, in each case on terms consistent with and/or to effect the provisions of this Section 2.30.
(cd) Each class of Refinancing Debt incurred under this Section 2.30 shall be in an aggregate principal amount that is (i) not less than $15,000,000 and (ii) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary pursuant to any Refinancing Revolving Facility established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Loans and Commitments extended or established pursuant to this Section 2.30 and obligations of the Loan Parties in connection therewith shall constitute Loans and Commitments and part of the Obligations under, and shall be entitled to all the benefits afforded by, this Agreement, and except as expressly provided in the applicable Refinancing Amendment and intercreditor agreements (to the extent contemplated by immediately preceding clause (a)(iii)), the other Loan Documents.
(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” and “tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section 2.182.30. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
Appears in 1 contract
Refinancing Debt. (a) Any BorrowerThe Borrower may, as applicable, maysubject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing Term Facility will rank pari passu or Refinancing Notes do not mature prior to junior in right of payment and in respect of lien priority with the maturity date ofother Loans hereunder; (B) will have such pricing, or prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and except conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only to during periods after the Latest Maturity Date;
(v) with respect to (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Notes Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Facilities secured by Liens on the Collateral that are junior in right of security Debt pursuant to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable a written notice to the Administrative Agent and Holdings;
specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofAdministrative Agent.
(bc) Notwithstanding the foregoing, no Refinancing Facility Amendment shall become effective (the “Refinancing Borrowing Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Borrowing Date under Section 6 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement AgreementAdministrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date.
(cd) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.182.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Any BorrowerThe Borrower may, as applicable, maysubject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing will rank pari passu or junior in right of payment and in respect of lien priority with the Term Facility or Refinancing Notes do not mature prior B Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms (subject to clause (E)) as may be agreed by the maturity date of, or Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after (provided that a certificate of an Authorized Officer of the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and Holdings;conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower 55 #96555161v28
(vib) The Borrower shall make any request for Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar Debt pursuant to a Collateral Reinstatement Event; and
written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite Xxxxxxx and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofAdministrative Agent.
(bc) Notwithstanding the foregoing, no Refinancing Facility Amendment shall become effective (the “Refinancing Effective Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Effective Date under Section 6 5.03 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement AgreementAdministrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Effective Date.
(cd) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Term Loans then outstanding.
(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.56 #96555161v28
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Any Borrower, as applicable, may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
(i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event[reserved]; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. The Borrower may, subject to consent from the Administrative Agent (which (a) Any Borrower, as applicable, mayconsent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing Term Facility will rank pari passu or Refinancing Notes do not mature prior to junior in right of payment and in respect of lien priority with the maturity date ofother Loans hereunder; (B) will have such pricing, or prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and except conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only to during periods after the Latest Maturity Date;
(v) with respect to (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Notes Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full. 60 9482345 The Borrower shall make any request for Refinancing Facilities secured by Liens on the Collateral that are junior in right of security Debt pursuant to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable a written (b) notice to the Administrative Agent and Holdings;
specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Administrative Agent. Notwithstanding the foregoing, no Refinancing Facility Amendment shall become (c) effective (the “Refinancing Borrowing Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Borrowing Date under Section 6 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement Agreement.
Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (cincluding reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date. Each class of Refinancing Debt incurred under this Section 2.14 shall be in an (d) aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Loans then outstanding. The Administrative Agent shall promptly notify each Lender as to the (e) effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.18.2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary. All Term Loans made on the Second Amendment Effective Date (or deemed (f) made by the exchange by Rollover Lenders of Original Term Loans on the Second Amendment Effective Date for Term Loans) constitute Refinancing Debt and the Second Amendment constitutes a Refinancing Amendment. 61 9482345
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. The Borrower may, subject to consent from the Administrative Agent (awhich(a) Any Borrower, as applicable, mayconsent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing Term Facility will rank pari passu or Refinancing Notes do not mature prior to junior in right of payment and in respect of lien priority with the maturity date ofother Loans hereunder; (B) will have such pricing, or prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after (provided that a certificate of an Authorized Officer of the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and Holdings;
conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (viC), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount mandatory prepayment of any Refinancing Facility Debt that comprises junior lien (to the Term Loans) or Refinancing Notes shall unsecured notes or loans may not be greater than the aggregate principal amount made; (or committed amountF) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness mandatory prepayment of any Refinancing Amendment, this Agreement shall be deemed amended to the extent Debt that is secured on a pari passu first lien basis (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as Term Loans) may only be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection made pro rata with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.Term
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Any Borrower, as applicable, may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
(i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and [reserved]; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Rayonier Advanced Materials Inc.)
