Refinancing Facilities. (a) On one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 7 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Term Revolving Credit Loans or Refinancing Term Commitments Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins (bincluding “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of (i) customary legal opinionsreaffirmation agreements and board resolutions, board resolutions and officers’ certificates and legal opinions consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in lawClosing Date. The Administrative Agent or Revolver Agent, change in fact or change to counsel’s form of opinion reasonably satisfactory as applicable, shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 2.18 shall supersede any provisions in of Section 2.17 or Section 9.02 10.01 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 6 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Loans then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or any Incremental Revolving Loan Commitments then outstanding under this agreement) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Loans in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders thereof, (biii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Loans and Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) any Credit Agreement Refinancing Indebtedness to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Credit Agreement Refinancing Indebtedness was a Loan being assigned to any such Sponsor Investor or Affiliated Debt Fund. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 5 contracts
Samples: Credit Agreement (Integral Ad Science Holding LLC), Credit Agreement (Jamf Holding Corp.), Amendment Agreement (Jamf Holding Corp.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Notes in respect of all or any portion of any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Commitments Loans or Incremental Loans) pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Refinancing Term Loans will have terms and conditions that are consistent with the applicable requirements set forth in the definition of “Term Loan Agreement Refinancing Indebtedness.”
(b) The effectiveness of any Refinancing Amendment Term Facility shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andthe applicable Refinancing Amendment (which conditions shall include, to at the extent reasonably requested by request of the Administrative Agent, receipt by customary officer’s certificates and an opinion of counsel for the Administrative Agent of (i) customary legal opinions, board resolutions Borrower in form and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion substance reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be in respect of matters reasonably requested by the Administrative Agent in order relating thereto). The Administrative Agent shall promptly notify each Lender as to ensure that such Credit Agreement the effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Term Facility. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Refinancing Term Facility, this Agreement shall be deemed amended and the other Loan Documents may be restated or amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Term Loan Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) 2.20. This Section 2.22 2.20 shall supersede any provisions in Section 2.17 2.15 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 5 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Refinancing Facilities. (a) On one The Parent Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any a portion of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans pursuant to refinance all or a Refinancing Amendment in accordance with this Section 2.22 portion of any existing Class of Term Loans (each, an the “Additional Refinancing LenderRefinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (provided that including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which the applicable Credit Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(gagree)) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide (iii) whether such Credit Agreement Refinancing IndebtednessFacilities are Replacement Revolving Commitments or Refinancing Term Loans. The Parent Borrower may seek Credit Agreement Refinancing Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any New Lender.
(b) The It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing Amendment Facility and the incurrence of any Refinancing Term Loans that (i) no Default or Event of Default shall have occurred and be subject continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the satisfaction on incurrence of such Refinancing Term Loans, as applicable, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.02 and4 and in each other Loan Document shall be true and correct in all material respects on and as of the date such Credit Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made; (iii) the terms of the Credit Agreement Refinancing Facility shall comply with Section 2.29(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including to pay accrued interest, fees and premiums (if any) payable in connection therewith) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid.
(c) The terms of any Credit Agreement Refinancing Facility shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the weighted average life to maturity of the Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Facilities will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans and (A) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Facilities shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Facility Lenders and (v) to the extent reasonably requested by the Administrative Agent, receipt by terms of the Administrative Agent of Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) customary legal opinionsthrough (iv) above), board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion terms shall be reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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 thereofAgent.
(d) Each of the parties hereto hereby agrees that this In connection with any Credit Agreement and the other Loan Documents may be amended Refinancing Facility pursuant to a this Section 2.29, the Borrowers, the Administrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Facilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, without the consent of any other LendersLender, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.222.29, including any amendments necessary to treat establish the applicable Loans and/or Commitments established under the Credit Agreement Refinancing Amendment Facility as a new Class or tranche of Term Loans and/or or Revolving Commitments hereunder(as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranches and to provide for the reallocation of participation in outstanding Letters of Credit and Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.29. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.29, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Revolving Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Revolving Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 2.21. The Administrative Agent and the Lenders hereby expressly authorize agree that the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall supersede any provisions in Section 2.17 or Section 9.02 not apply to the contrary solely transactions effected pursuant to the extent provided in this Section 2.22immediately preceding sentence.
Appears in 5 contracts
Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which, for purposes of this clause (a), will be deemed to include any then outstanding Other Term Loans and Other Term Loan Commitments), in the form of Refinancing Other Term Loans or Refinancing Other Term Commitments Loan Commitments, pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
Indebtedness (bA) The effectiveness shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) will have such pricing, fees, premiums, and interest or optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (C) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the then applicable Weighted Average Life to Maturity of the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (D) any Credit Agreement Refinancing Amendment Indebtedness in the form of Other Term Loans or Other Term Loan Commitments will share ratably in any voluntary and mandatory prepayments or repayments of Term Loans (unless the Lenders providing the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (E) such Credit Agreement Refinancing Indebtedness shall be subject to the satisfaction on the date thereof of each of the Intercreditor Agreement and (F) will have terms and conditions set forth in Section 4.02 andthat are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than those applicable to the extent reasonably requested by the Administrative AgentRefinanced Debt, receipt by taken as a whole, as determined in Holdings’ good faith judgment in consultation with the Administrative Agent (except for (A) covenants and events of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on default applicable only to periods after the Effective Latest Maturity Date other than changes to such legal opinion resulting from a change in law, change in fact effect at the time of the incurrence or change to counsel’s form issuance of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that any such Credit Agreement Refinancing Indebtedness is provided or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the applicable Loan Documents.
(c) Lenders). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22(a) 2.26 shall be in an aggregate principal amount that is (x) not less than $50,000,000 10,000,000 and (y) an integral multiple of $10,000,000 1,000,000 in excess thereof.
(db) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section 2.22Section. For the avoidance of doubt, including no existing Lender shall be obligated to provide any amendments necessary to treat the applicable Loans and/or Commitments established under the Credit Agreement Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentIndebtedness.
(ec) This Section 2.22 2.26 shall supersede any provisions in Section 2.5, 2.17 or Section 9.02 10.5 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 4 contracts
Samples: Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Refinancing Facilities. (a) The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose (x) interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i) and (y) amounts not in excess of the Inside Maturity Date Basket) before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans shall have pricing (including interest rates, discounts, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrower and the relevant Refinancing Term Loan Lenders (as defined below);
(iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrower or a Subsidiary Guarantor;
(iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Holdings or any of the Restricted Subsidiaries other than the Collateral;
(v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms (x) apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred, (y) are incorporated into this Agreement (or any other applicable Credit Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements or (z) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith) (provided that a certificate of a Responsible 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 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 (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects)).
(b) The Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender, and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.
(d) On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor Eligible Transferee that agrees to provide any portion of becomes a Lender (a “Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of which refinances all or any portion of Term the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement, Agreement in the form of Refinancing Term Loans Revolving Commitments or Refinancing Term Commitments Revolving Loans pursuant to an amendment to this Agreement among Holdings, the Borrower and the Refinancing Revolving Lenders (a “Refinancing Revolving Amendment”); provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject notwithstanding anything to the satisfaction on the date thereof of each of the conditions set forth contrary in this Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of 2.18 or otherwise:
(i) customary legal opinionsthe borrowing and repayment of Refinancing Revolving Loans (except for (A) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), board resolutions (B) repayments required upon the maturity date of the Refinancing Revolving Commitments and officers’ certificates consistent (C) repayment made in connection with those delivered a permanent repayment and termination of commitments of Revolving Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments) shall be made on a pro rata basis with all other Revolving Commitments,
(ii) such Refinancing Revolving Loans shall have pricing (including interest rates, discounts, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Revolving Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the Effective Date then outstanding Revolving Loans) and redemption terms as may be agreed to by the Borrower and the relevant Refinancing Revolving Loan Lenders,
(iii) such Refinancing Revolving Loans shall not be guaranteed by any Person other than changes the Borrower or a Guarantor,
(iv) in the case of any such Refinancing Revolving Loans that are secured, such Refinancing Revolving Loans are secured only by assets comprising Collateral, and not secured by any property or assets other than the Collateral,
(v) all other terms applicable to such legal opinion resulting from Refinancing Revolving Loans (except as set forth above), taken as a change in lawwhole, change in fact shall not be materially more favorable to the Refinancing Revolving Lenders, than the related provisions applicable to the existing Revolving Loans or change to counsel’s form of opinion otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments Agent, except to the Security Documents extent such covenants and other terms (x) apply solely to any period after the Latest Maturity Date as may be reasonably requested by of the Administrative Agent in order to ensure that date such Indebtedness was incurred, (y) are incorporated into this Agreement (or any other applicable Credit Agreement Refinancing Indebtedness is provided with Document) for the benefit of all existing Lenders (to the extent applicable Loan Documents.to such Lender) without further amendment requirements or (z) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith),
(cvi) Each issuance subject to the provisions of Section 2.17 to the extent dealing with Letters of Credit Agreement Refinancing Indebtedness under Section 2.22(a) which mature or expire after a Maturity Date when there exist Extended Revolving Commitments or Additional/Replacement Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple accordance with their percentage of $10,000,000 in excess thereof.the Revolving Commitments, and
(dvii) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. Each of the parties hereto hereby agrees that this Agreement and the other Loan Credit Documents may be amended pursuant to a Refinancing Revolving Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Revolving Commitments and/or Refinancing Revolving Loans incurred pursuant thereto thereto, (ii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions of Section 13.12 and (iiiii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder2.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Revolving Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 4 contracts
Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Refinancing Facilities. (ai) On one or more occasions At any time after the Effective Date, the Borrower may obtain, from any Lender or any other bankAdditional Lender, financial institution Credit Agreement Refinancing Indebtedness consisting of Refinancing Facilities to refinance all or other institutional lender or investor that agrees to provide any portion of Refinancing the Facilities then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans or Revolving Commitment Increases); provided, that such Refinancing Facilities (i) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”, be secured on a pari passu, junior lien, unsecured or subordinated basis, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”, have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders thereof and (iii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all Revolving Loans and Revolving Loan Commitments outstanding after giving effect to such Refinancing Revolving Loans or Refinancing Revolving Loan Commitments.
(ii) Commitments in respect of Refinancing Facilities shall become Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing LenderAmendment”) (provided that to this Agreement and, as appropriate, the other Loan Documents, executed by Borrower and each lender agreeing to provide such Commitment, if any, and acknowledged by the Administrative Agent shall have consented (such consent acknowledgement not to be unreasonably withheld, conditioned delayed or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(fconditioned), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) . The effectiveness of any Refinancing Amendment shall be may, subject to the satisfaction on the date thereof of each of the conditions set forth in this Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment2.1(g), without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.1(g). In the event any Refinancing Term Loans are made, including any amendments necessary to treat such Refinancing Term Loans shall mature and be repaid in amounts and on dates as agreed between the Borrower and the relevant Lenders of such Refinancing Term Loans in the applicable Loans and/or Commitments established under Refinancing Amendment, subject to the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, requirements set forth in this Section 2.1(g) and the Lenders hereby expressly authorize the Administrative Agent to enter into definition of “Credit Agreement Refinancing Indebtedness”. Amounts paid or prepaid on account of any such Refinancing Amendment.
(e) Term Loans may not be reborrowed. This Section 2.22 2.1(g) shall supersede any provisions in Section 2.17 2.3 or Section 9.02 12.2 to the contrary solely contrary.
(iii) Refinancing Facilities may be made by any bank, financial institution, fund or other investor that is not an individual (any such bank, financial institution, fund or other investor shall become an Additional Lender); provided that no Lender hereunder shall be required to participate in any such Refinancing Facilities as an Additional Lender without its consent; provided, further, that, the extent provided in this Administrative Agent and, if applicable, the L/C Issuer shall have consented (such consent not to be unreasonably withheld or delayed) to such Additional Lender’s making such Refinancing Term Loans and/or providing such Refinancing Revolving Loan Commitments if such consent would be required under Section 2.2210.1 for an assignment of Loans or Commitments, as applicable, to such Additional Lender and, for the avoidance of doubt, no Person shall become an Additional Lender if an assignment to such Person would not be permitted under Section 10.1.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Refinancing Facilities. (a) On Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time elect to refinance any Class of Term Loans, in whole or in part, with one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 new term loan facilities (each, an a “Additional Refinancing LenderTerm Facility”) or any Class of Revolving Credit Loans, in whole or in part, with one or more new revolving credit loan facilities (provided that each, a “Refinancing Revolving Credit Facility”) under this Credit Agreement with the consent of the Company, the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making and the institutions providing such Refinancing Term Facility or Refinancing Revolving Credit Facility or, in the case of any Class of Term Loans, with one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Class of Term Loans being refinanced) term loans, in each case, if secured, that will be secured by Liens on the Collateral on a pari passu basis or junior priority basis (as applicable) with the Liens on Collateral securing the Class of Term Loans being refinanced and will be subject to customary intercreditor arrangements reasonably satisfactory the Administrative Agent (any such notes or loans, “Refinancing Equivalent Debt”); provided that (i) except with respect to customary bridge loans, (A) any Refinancing Facility or Refinancing Equivalent Debt does not mature prior to, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the maturity date of the Class of Loans or Incremental Loans being refinanced and (B) the maturity date and the weighted average life to maturity of such Refinancing Facility or Refinancing Equivalent Debt shall be no earlier than or shorter than, as the case may be, the maturity date or the remaining weighted average life to maturity of the Class of Loans or Incremental Loans being refinanced, as applicable, (ii) the other terms and conditions of such Refinancing Facility or Refinancing Equivalent Debt (excluding pricing and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or investors, as applicable, providing such Refinancing Facility or Refinancing Equivalent Debt, as applicable, than those applicable to the Loans or Incremental Loans being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date), (iii) there shall be no borrower, issuer and/or guarantor under any Refinancing Facility or Refinancing Equivalent Debt other than the Company and/or the Guarantors, as applicable, (iv) the proceeds of any Refinancing Facility or Refinancing Equivalent Debt shall be applied, substantially simultaneously with the incurrence thereof, to the prepayment of outstanding Loans under the facility being refinanced and (v) to the extent secured, any such consentRefinancing Facility or Refinancing Equivalent Debt shall not be secured by any lien on any asset that does not also secure the Loans. Each such notice shall specify the date on which the Company proposes that the Refinancing Facility shall be made or the Refinancing Equivalent Debt shall be issued, if any, would which shall be required under Section 9.04(ba date not less than five (5) for, and Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing IndebtednessAdministrative Agent.
(b) The effectiveness Company may approach any Lender or any Eligible Assignee to provide all or a portion of the Refinancing Facilities or Refinancing Equivalent Debt; provided that any Lender offered or approached to provide all or a portion of any Refinancing Amendment shall be Facility and/or Refinancing Equivalent Debt may elect or decline, in its sole discretion, to provide a Refinancing Facility or purchase Refinancing Equivalent Debt; subject to the satisfaction on the date thereof consent of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent (which consent shall not be unreasonably withheld), if such Administrative Agent consent would be required under Section 10.06(b)(iii) for an assignment of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes Loans to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsLender.
(c) Each issuance The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Facilities and Refinancing Equivalent Debt on the terms specified by the Company) and hereby waive the requirements of this Credit Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section 2.14. The Refinancing Indebtedness under Section 2.22(a) Facilities shall be established pursuant to an amendment to this Credit Agreement among the Company, the Administrative Agent and the Lenders providing such Refinancing Facilities (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section. The Refinancing Equivalent Debt shall be established pursuant to an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 indenture, credit agreement or other definitive documentation which shall be consistent with the provisions set forth in excess thereof.
(d) Each of this Section. Notwithstanding anything to the parties hereto hereby agrees that this Agreement contrary contained in Section 10.01, each Refinancing Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other Loan Documents may be amended pursuant to a Refinancing Amendment, parties hereto without the consent of any other Lenders, Lender and the Lenders hereby irrevocably authorize the Administrative Agent to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other enter into amendments to this Credit Agreement and the any other Loan Documents documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.222.14, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new tranches or sub-tranches in respect of the Refinancing Amendment Facilities and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.07 (insofar as such schedule relates to payments due to Lenders of the Loans which are being refinanced with the proceeds of a new Class Refinancing Facility; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Loans and/or Commitments hereunderof which are not refinanced with the proceeds of a Refinancing Facility). The Administrative Agent shall be permitted, and the Lenders is hereby expressly authorize the Administrative Agent authorized, to enter into any such Refinancing Amendmentamendments with the Company to effect the foregoing.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 4 contracts
Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Refinancing Facilities. (ai) On The Borrower may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (a “Refinancing Term Loan Request”), request the establishment of (x) one or more occasions after new Classes of term loans under this Agreement (any such new Class, “New Refinancing Commitments”) or (y) increases to one or more existing Classes of Term Loans under this Agreement (any such increase to an existing Class, collectively with New Refinancing Commitments, “Refinancing Commitments”), in each case, established in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, as selected by the Effective DateBorrower, any one or more then existing Class or Classes of Term Loans or Commitments (with respect to a particular Refinancing Commitment or Refinancing Term Loan, such existing Term Loans or Commitments, “Refinanced Debt”), whereupon the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees Administrative Agent shall promptly deliver a copy of each such notice to provide any portion each of the Lenders.
(ii) Any Refinancing Term Loans made pursuant to New Refinancing Commitments shall be designated a Refinancing Amendment separate Class of Term Loans, for all purposes of this Agreement unless designated as a part of an existing Class of Term Loans in accordance with this Section 2.22 2.15(b). On any Refinancing Facility Closing Date on which any Refinancing Commitments of any Class are effected, subject to the satisfaction or waiver of the terms and conditions in this Section 2.15(b), (x) each Refinancing Term Lender of such Class shall make a term loan to the Borrower (each, a “Refinancing Term Loan”) in an amount equal to its Refinancing Commitment of such Class and (y) each Refinancing Term Lender of such Class shall become a Lender hereunder with respect to the Refinancing Commitment of such Class and the Refinancing Term Loans of such Class made pursuant thereto.
(iii) Each Refinancing Term Loan Request from the Borrower pursuant to this Section 2.15(b) shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and identify the Refinanced Debt with respect thereto. Refinancing Term Loans may be made by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any Refinancing Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Term Loan, a “Additional Refinancing Term Lender”) (); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s or Additional providing of the Refinancing Lender’s making such Refinancing Term Loans Commitments to the extent such consent, if any, would be required under Section 9.04(b13.6(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, in connection with an assignment of Term Loans or Commitments to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(biv) The effectiveness of any Refinancing Amendment Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction (or waiver) on the date thereof (each, a “Refinancing Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.Amendment:
(cA) Each issuance of Credit Agreement each Refinancing Indebtedness under Section 2.22(a) Commitment shall be in an aggregate principal amount that is (x) not less than $50,000,000 and 10,000,000 (y) an integral multiple of provided that such amount may be less than $10,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt), and,
(B) the Refinancing Term Loans made pursuant to any increase in excess thereofany existing Class of Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under the respective Class so incurred on a pro rata basis (based on the principal amount of each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class.
(dv) Each [Reserved].
(vi) The terms, provisions and documentation of the parties hereto hereby agrees that Refinancing Term Loans and Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Refinancing Term Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans existing on the Refinancing Facility Closing Date, shall be consistent with the provisions below, and the other terms and conditions shall either, at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower) or (y), not be materially more restrictive to the Borrower (as determined by the Borrower), when taken as a whole, than the terms of the Initial Term Loans (except (1) covenants or other provisions applicable only to periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, premiums, optional prepayment or redemption terms (which shall be determined by the Borrower) and it being understood there shall be no “MFN” protection unless the Lenders under the Term Loans existing on the Refinancing Facility Closing Date, receive the benefit of such more restrictive terms). In any event, the Refinancing Term Loans:
(1) (I) shall rank pari passu or junior in right of payment with any Obligations outstanding under this Agreement and (II) shall be unsecured or rank pari passu or junior in right of security with any Obligations outstanding under this Agreement and, if secured, shall not be secured by assets of the Credit Parties other than the Collateral (and, unless secured on a pari passu basis with the Obligations, shall be subject to a subordination agreement (if payment subordinated) and the Applicable Intercreditor Agreements);
(2) as of the Refinancing Facility Closing Date, shall not have a Maturity Date earlier than the Maturity Date of the Refinanced Debt;
(3) as of the Refinancing Facility Closing Date, such Refinancing Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt on the date of incurrence of such Refinancing Term Loans;
(4) may provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) in any mandatory repayments or prepayments of principal of Term Loans hereunder; provided that if such Refinancing Term Loans are unsecured or rank junior in right of payment or as to security with the Obligations, such Refinancing Term Loans shall participate on a junior basis with respect to mandatory repayments of Term Loans hereunder (except in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by this Agreement);
(5) unless otherwise permitted hereby, shall not have a greater principal amount than the principal amount of the Refinanced Debt (plus the amount of any unused commitments thereunder), plus accrued interest, fees, defeasance costs and premium (including call and tender premiums), if any, under the Refinanced Debt, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Refinanced Debt and the incurrence or issuance of such Refinancing Term Loans; and
(6) shall not be guaranteed by any Subsidiary other than a Guarantor hereunder;
(vii) Commitments in respect of Refinancing Term Loans shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents may be amended pursuant to a Credit Documents, executed by the Borrower, each Refinancing AmendmentTerm Lender providing such Commitments and the Administrative Agent. The Refinancing Amendment may, without the consent of any other LendersCredit Party, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) Agent or Lender, effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.15(b). The Borrower will use the proceeds, including any amendments necessary if any, of the Refinancing Term Loans in exchange for, or to treat extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, Refinanced Debt.
(viii) The Administrative Agent and the Lenders hereby expressly authorize consent to the Administrative Agent to enter into consummation of the transactions contemplated by this Section 2.15(b) (including, for the avoidance of doubt, payment of any interest, fees, or premium in respect of any Refinanced Debt on such terms as may be set forth in the relevant Refinancing Amendment) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment or amendment section) or any other Credit Document that may otherwise prohibit or restrict any such Refinancing Amendment.
(e) This Section 2.22 shall supersede refinancing or any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in other transaction contemplated by this Section 2.222.15.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Avaya Holdings Corp.), Term Loan Credit Agreement (Avaya Holdings Corp.), Term Loan Credit Agreement (Avaya Holdings Corp.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which, for purposes of this clause (i), will be deemed to include any then outstanding Other Term Loans and Other Term Loan Commitments) or (ii) all or any portion of the Revolving Loans (or unused Revolving Credit Commitments) under this Agreement (which, for purposes of this clause (ii), will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of Refinancing (x) Other Term Loans or Refinancing Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as applicable, in each case, pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
Indebtedness (bA) The effectiveness shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) will have such pricing, fees, premiums, and interest or optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (C)(x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Credit Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the then applicable Weighted Average Life to Maturity of the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (D) any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments will share ratably in any voluntary and mandatory prepayments or repayments of Term Loans (unless the Lenders providing the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (E) will, in the case of any Credit Agreement Refinancing Amendment Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (i) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (ii) repayments required upon the maturity date of the Other Revolving Commitments and (iii) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.3 and Section 2.4 to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Other Revolving Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.3 and Section 2.4, without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans, (F) such Credit Agreement Refinancing Indebtedness shall be subject to the satisfaction on the date thereof of each of the Intercreditor Agreement and (G) will have terms and conditions set forth in Section 4.02 andthat are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than those applicable to the extent reasonably requested by the Administrative AgentRefinanced Debt, receipt by taken as a whole, as determined in Holdings’ good faith judgment in consultation with the Administrative Agent (except for (A) covenants and events of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on default applicable only to periods after the Effective Latest Maturity Date other than changes to such legal opinion resulting from a change in law, change in fact effect at the time of the incurrence or change to counsel’s form issuance of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that any such Credit Agreement Refinancing Indebtedness is provided or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the applicable Loan Documents.
(c) Lenders). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22(a) 2.26 shall be in an aggregate principal amount that is (x) not less than $50,000,000 10,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of the Dollar Amount of $10,000,000 1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments.
(db) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section 2.22Section. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established under the relevant Refinancing Amendment as a new Class and with the consent of Loans and/or the Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Commitment Termination Date shall be reallocated from Lenders holding Revolving Credit Commitments hereunder, and to Lenders holding Extended Revolving Credit Commitments in accordance with the Lenders hereby expressly authorize the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. For the avoidance of doubt, no existing Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness.
(ec) This Section 2.22 2.26 shall supersede any provisions in Section 2.5, 2.17 or Section 9.02 10.5 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 4 contracts
Samples: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Company may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of any Class of Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Term Loans established pursuant to an Additional Credit Extension Amendment) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Revolving Credit Loans or Revolving Credit Commitments established pursuant to an Additional Credit Extension Amendment), in the form of (x) other Term Loans (“Refinancing Term Loans”) or (y) other Revolving Credit Loans (“Refinancing Revolving Credit Loans”) or other Revolving Credit Commitments (“Refinancing Term Commitments Revolving Credit Commitments”), as the case may be, in each case pursuant to a Refinancing an Additional Credit Extension Amendment; provided that no Lender is obligated hereunder to provide the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness.
(b) Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Credit Commitments being so Refinanced, as the case may be. The effectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Amendment Indebtedness shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) and/or reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such agreements. Any Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22(a) 2.18 shall be in an aggregate principal amount that is (x) not less than $50,000,000 10,000,000 and (y) an integral multiple of $10,000,000 1,000,000 in excess thereof.
thereof (d) in each case unless the Company and the Administrative Agent otherwise agree). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness may provide for the issuance of letters of credit or the provision of swing line loans pursuant to any Revolving Credit Commitments of Credit Agreement Refinancing Indebtedness established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments; provided that no L/C Issuer or Swing Line Lender shall be required to act as “L/C issuer” or “swing line lender” under any such Additional Credit Extension Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness, this Agreement and the other Loan Documents may shall be deemed amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Term Loans, Revolving Credit Loans, Revolving Credit Commitments and/or Term Commitments). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment2.18.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 4 contracts
Samples: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Revolving Loans and/or Revolving Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or any Incremental Revolving Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, respectively, in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (biii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Loans and Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) any Credit Agreement Refinancing Indebtedness to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Credit Agreement Refinancing Indebtedness was a Loan being assigned to any such Sponsor Investor or Affiliated Debt Fund. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 4 contracts
Samples: Credit Agreement (iCIMS Holding LLC), Assumption Agreement and Amendment No. 2 (iCIMS Holding LLC), Assumption Agreement and Amendment No. 1 (iCIMS Holding LLC)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Classes of term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (provided the “Refinancing Term Loans”) (it being agreed that the Administrative Agent Borrower shall have consented (such consent not be obligated to be unreasonably withheld, conditioned or delayed) offer to such Lender’s or Additional Refinancing Lender’s making such any Lender the opportunity to participate in any Refinancing Term Loans Loans; provided, that, each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing IndebtednessAdministrative Agent.
(b) The effectiveness of any Refinancing Amendment Term Loan Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction on the date thereof of Borrower, each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided, receipt by the Administrative Agent of that, no Refinancing Term Loan Commitments shall become effective unless (i) customary legal opinions, board resolutions no Event of Default shall have occurred and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent be continuing immediately before and after giving effect thereto and (ii) reaffirmation agreements and/or such amendments substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of one or more Classes in an aggregate principal amount equal to the Security Documents aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing). The Borrower shall determine the amount of such prepayments allocated to each Class of outstanding Term Loans, and any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.10 as may be reasonably requested directed by the Administrative Agent in order to ensure that such Credit Agreement Borrower); provided, further, that, (x) all Refinancing Indebtedness is provided Term Loans shall be secured by the Collateral on a pari passu basis with the benefit Loan Document Obligations, (y) no Refinancing Term Loans shall be secured by any property or assets of Holdings, the applicable Borrower or any of their Subsidiaries other than the Collateral and (z) no Refinancing Term Loans shall be guaranteed by any Person other than Holdings and Subsidiaries that are Subsidiary Loan DocumentsParties.
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aTerm Loan Commitments and Refinancing Term Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class; provided, that, unless all Classes of Loans and Commitments hereunder are being refinanced and except as set forth in the penultimate sentence of this paragraph (c), such stated termination and maturity dates shall not be earlier than the Maturity Date applicable to the Class of Term Loans so refinanced, (iii) any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans; provided, that, the weighted average life to maturity of any such Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Term Loans so refinanced, (iv) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (v) the fees applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, (vi) any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in an aggregate principal amount any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that is are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, (ix) any financial covenant with which Holdings or the Borrower shall be required to comply, provided, that, any such financial covenant shall be for the benefit of all Lenders and (x) all other terms applicable to such Refinancing Term Loan Commitments and Refinancing Term Loans, which terms, if not less consistent with those of the existing Term Loans, shall not be materially more favorable, taken as a whole, to the lenders providing such Refinancing Term Loan Commitments and Refinancing Term Loans than $50,000,000 the terms applicable to the existing Term Loans (as determined by Holdings in good faith) (other than (A) (I) covenants or other provisions applicable only to periods after the Latest Maturity Date of any Class of existing Term Loans and (yII) an integral multiple of $10,000,000 in excess thereof.
(d) Each covenants or other provisions that are also for the benefit of the parties hereto hereby agrees Lenders in respect of the Loans and Commitments outstanding at the time such Refinancing Term Loan Commitments or Refinancing Term Loans are incurred and (B) to the extent required by the lenders providing any such Refinancing Term Loan Commitments or Refinancing Term Loans that this Agreement are in the form of term B loans, customary “most-favored-nation” protection, call protection, and the other Loan Documents an excess cash flow prepayment, in each case, which may be amended pursuant applicable solely with respect to such Refinancing Term Loans (it being understood that to the extent an excess cash flow prepayment is required in connection with the establishment of Refinancing Term Loans, such excess cash flow mandatory prepayment shall be applied ratably to all then-existing Term Loans); provided, that, a Financial Officer of Holdings shall have delivered a certificate to the Administrative Agent at least two (2) Business Days prior to the incurrence of such Refinancing AmendmentTerm Commitments and Refinancing Term Loans (or such shorter period of time as may reasonably be agreed by the Administrative Agent) together with a summary of the material terms and conditions of such Refinancing Term Commitments and Refinancing Term Loans, stating that Holdings has determined in good faith that such material terms and conditions satisfy the requirements set forth in this clause (x), which determination shall be conclusive. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.24, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans term loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 4 contracts
Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)
Refinancing Facilities. (a) On The Borrower may from time to time add one or more occasions after tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Effective DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any other bank, financial institution or other institutional lender or investor existing Lender) that agrees to provide a portion of such Refinancing Facility (each a “Refinancing Facility Amendment”) pursuant to procedures specified by the Administrative Agent to refinance all or any portion of any outstanding Term Facility or any Revolving Facility then in effect; provided that:
(i) such Refinancing Term Facility shall not have a principal or commitment amount (or accreted value) greater than the Loans pursuant and, if such Refinancing Facility is a revolving credit facility that refinances a Revolving Facility, the undrawn available commitments of the Revolving Facility being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) no Default shall exist on the effective date of such Refinancing Facility or would exist after giving effect to such Refinancing Facility;
(iii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Amendment Facility and any such decision whether to provide a commitment to such Refinancing Facility shall be in accordance with this Section 2.22 such Lender’s sole and absolute discretion;
(eachiv) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(v) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Refinancing Facility and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Refinancing Facility, except to the extent that such representations and warranties specifically refer to an “Additional earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (II) no Default exists;
(B) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Lender”Facility; and
(C) opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (provided that including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) received documentation from each Person providing a commitment to such LenderRefinancing Facility evidencing such Person’s or Additional Refinancing Lendercommitment and such Person’s making obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(vii) such Refinancing Term Facility (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the Administrative Agent);
(viii) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing a Revolving Facility and constituting a revolving credit facility, such consent, if any, would be required under Section 9.04(bRefinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) for, that is prior to the scheduled Maturity Date of the Revolving Facility being refinanced and (B) to the extent refinancing a Term Facility or constituting a term loan facility, such Refinancing Facility will have a maturity date that such Additional Refinancing Lender is not prior to the date that 91 days after the scheduled Maturity Date of, and will have a Purchasing Borrower Party or an Affiliated LenderWeighted Average Life that is not shorter than 91 days longer than the Weighted Average Life of, the requirements of Section 9.04(gTerm Facility being refinanced;
(ix) and 9.04(f), respectively, shall be satisfied as if such Refinancing Facility is a revolving credit facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Facilities (or otherwise provide for more favorable voting rights for the then outstanding Revolving Facilities) and (B) such Refinancing Facility may provide for the issuance of Letters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing Revolving Facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the existing Revolving Facilities;
(x) if such Refinancing Facility is a term loan, then (1) the Borrower and the Administrative Agent shall mutually determine whether such term loan is a tranche A term loan (a “Refinancing Tranche A Term Facility”) or tranche B term loan (a “Refinancing Tranche B Term Facility”) and (2) such term loan shall share ratably in any mandatory prepayments of the Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for one or more of the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for one or more of the then outstanding Term Facilities);
(xi) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.03 or 2.04) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Facilities;
(xii) subject to clause (viii) above, such Refinancing Facility will have terms and conditions that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Facility or Term Loan werebeing refinanced; provided, an assignment however, that such Refinancing Facility may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders thereof and applicable only during periods after the then latest Maturity Date in effect; and
(xiii) substantially concurrent with the incurrence of Term such Refinancing Facility the Borrower shall apply the Net Cash Proceeds of such Refinancing Facility to the prepayment of outstanding Loans to being refinanced by such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness Facility in respect of all or any portion of Term Loans then outstanding under this Agreementaccordance with Section 2.05(b)(iii)(B) and, in the form case of Refinancing Term Loans or Revolving Facility, concurrent with the incurrence of such Refinancing Term Commitments Revolving Facility the commitments to the Revolving Facility being refinanced by such Refinancing Revolving Facility shall be automatically and permanently reduced by the amount of the Net Cash Proceeds of such Refinancing Facility as set forth in Section 2.06(b)) and (B) the Borrower shall pay an amount required pursuant to Section 3.05 as a Refinancing Amendment; provided that no Lender is obligated hereunder to provide result of any such Credit Agreement Refinancing Indebtednessprepayment of Loans of existing Lenders.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by Lenders hereby authorize the Administrative Agent of (i) customary legal opinionsto enter into, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees Lenders agree that this Agreement and the other Loan Documents may shall be amended pursuant to a by, such Refinancing Amendment, without the consent of any other Lenders, Facility Amendments to the extent (but and only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.222.17. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established Refinancing Facility Amendment for a Refinancing Revolving Facility and with the consent of each L/C Issuer, participation in Letters of Credit under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and existing Revolving Facilities shall be reallocated from Lenders holding revolving commitments under the existing Revolving Facilities to Lenders hereby expressly authorize the Administrative Agent to enter into any holding revolving commitments under such Refinancing Revolving Facility in accordance with the terms of such Refinancing Facility Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Refinancing Facilities. (a) On one The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Credit Commitments to replace all or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Credit Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Credit Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans pursuant to refinance all or a Refinancing Amendment in accordance with this Section 2.22 portion of any existing Class of Term Loans (each, an the “Additional Refinancing LenderRefinanced Term Loans”; Refinanced Term Loans and Replaced Revolving Credit Commitments referred to collectively herein as “Credit Agreement Refinanced Indebtedness”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (provided that including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or, in each case, if less, the entire outstanding amount of the Class of Loans or Commitments being refinanced or replaced), (ii) the date on which the applicable Credit Agreement Refinancing Facility is to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Credit Commitments or Refinanced Term Loans. The Borrower may seek Credit Agreement Refinancing Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Eligible Assignee.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing Facility and the incurrence of any Refinanced Term Loans that (i) no Default or Event of Default shall have consented occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinanced Term Loans, as applicable, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such consent not representation or warranty, such representation or warranty shall be required to be unreasonably withheld, conditioned or delayedtrue and correct in all respects) to on and as of the date such Lender’s or Additional Credit Agreement Refinancing Lender’s making such Refinancing Facility becomes effective and the Refinanced Term Loans to the extent such consentare made, if any, would be required under Section 9.04(b) for, and except to the extent that such Additional Refinancing Lender is representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a Purchasing Borrower Party qualifier relating to materiality, Material Adverse Effect or an Affiliated Lendera similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.18, the requirements representations and warranties contained in subsections (a) and (b) of Section 9.04(g5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and 9.04(f(b), respectively, of Section 6.01; (iii) the terms of the Credit Agreement Refinancing Facility shall be satisfied as if comply with Section 2.18(c); and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loan wereLoans, an assignment 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such Lender effectiveness shall be terminated, and all or an equivalent portion of the Revolving Credit Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid.
(c) The terms of any Credit Agreement Refinancing Facility shall be determined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Lender)Term Loans or Replacement Revolving Credit Commitments shall not be earlier than the Maturity Date for the refinanced Loans, (ii) (x) there shall be no scheduled amortization of the Replacement Revolving Credit Commitments and (y) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Facilities will rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans and shall benefit from the Guaranty on the same basis as the Revolving Credit Loans and the Term Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Facilities shall be determined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders, (v) such Credit Agreement Refinancing Facilities shall not be incurred or guaranteed by any Person other than the Borrower and the Guarantors, respectively, and (vi) the other terms and conditions of such Credit Agreement Refinancing Facilities (excluding any amortization, collateral, pricing, fees, rate floors, discounts, premiums and optional prepayment terms) are substantially similar to, or not materially more favorable to the Credit Agreement Refinancing Lenders than the terms and conditions, taken as a whole, applicable to the Credit Agreement Refinancing Indebtedness (other than covenants or other provisions solely applicable to periods after the Latest Maturity Date then in respect of all or effect for the Credit Agreement Refinanced Indebtedness).
(d) In connection with any portion of Term Loans then outstanding under this Agreement, in the form of Credit Agreement Refinancing Term Loans or Refinancing Term Commitments Facility pursuant to a this Section 2.18, the Borrower, the Administrative Agent and each applicable Credit Agreement Refinancing Amendment; provided that no Facility Lender is obligated hereunder shall execute and deliver to provide the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andFacilities, to the extent reasonably requested by the Administrative Agentincluding, receipt by the Administrative Agent of (i) customary without limitation, legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents, consistent in all material respects with those delivered on the Effective Restatement Date other than changes to such legal opinion resulting from a change under Section 4.01 and otherwise in law, change in fact or change to counsel’s form of opinion and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent and (ii) reaffirmation agreements and/or such amendments shall promptly notify each Lender as to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such effectiveness of each Additional Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Extension Amendment. Notwithstanding Section 10.01, any Additional Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing AmendmentExtension Amendment may, without the consent of any other LendersLender, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.18, including any amendments necessary to treat establish the applicable Loans and/or Commitments established under the Credit Agreement Refinancing Amendment Facility as a new Class of Term Loans and/or or Revolving Credit Commitments hereunder(as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes (including to preserve the pro rata treatment of the refinanced and non-refinanced Classes and to provide for the reallocation of participation in outstanding Letters of Credit and Swingline Loans upon the expiration or termination of the commitments under any Class), in each case on terms consistent with this Section 2.18. Upon effectiveness of any Replacement Revolving Credit Commitments pursuant to this Section 2.18, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Credit Lender (including each such Replacement Revolving Lender) will equal its Aggregate Percentage of Revolving Credit Loans. If, on the date of such effectiveness, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall upon the effectiveness of such Replacement Revolving Credit Commitment be prepaid from the proceeds of additional Revolving Credit Loans made hereunder so that Revolving Credit Loans are thereafter held by the Revolving Credit Lenders (including each Replacement Revolving Lender) according to their Applicable Revolving Credit Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby expressly authorize agree that the Administrative Agent minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to enter into any such Refinancing Amendmentthe transactions effected pursuant to the immediately preceding sentence.
(e) This Section 2.22 After giving effect to any Replacement Revolving Credit Commitments, all borrowings under the Revolving Credit Commitments, all participations in Letters of Credit and all borrowings under Swing Line Loans and all repayments thereunder shall supersede be made on a pro rata basis among all Revolving Credit Commitments (including any provisions such Replaced Revolving Credit Commitments); provided that (A) any payments of interest and fees may be at different rates applicable to such Class of Revolving Credit Commitments, (B) repayments may be made with respect to any Class of Revolving Credit Commitments on the applicable Maturity Date of such Class of Revolving Credit Commitments, without making repayments of any later maturing Class of Revolving Credit Commitments, (C) if any Class of Revolving Credit Commitments has a Maturity Date in Section 2.17 or Section 9.02 advance of all other Classes of Revolving Credit Commitments, such Class of Revolving Credit Commitments may be terminated in full, with all Loans thereunder being prepaid in a manner that is not pro rata with other Revolving Credit Commitments, (D) with the consent of the L/C Issuers, the Letter of Credit Expiration Date may be extended to a date no later than seven (7) Business Days prior to the contrary solely Maturity Date of the Replacement Revolving Credit Commitments and (E) if any Class of Revolving Credit Commitments is terminated, participations in Letters of Credit which have not been drawn and in Swing Line Loans which are not then due, such participations may be reallocated to the extent provided in this Section 2.22Lenders holding Replacement Revolving Credit Commitments pursuant to procedures designated by the Administrative Agent and so long as after giving effect to such reallocation the Revolving Credit Exposure of any Lender does not exceed such Lender’s Revolving Credit Commitments.
Appears in 3 contracts
Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Term Loans Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Revolving Lender, shall otherwise be reasonably acceptable to the Administrative Agent Agent, (B) each Refinancing Revolving Lender shall have consented be approved by each Issuing Bank (such consent approval not to be unreasonably withheld, conditioned or delayed) and (C) no Lender shall have any obligation to such Lender’s agree to become a Refinancing Revolving Lender or Additional Refinancing Lender’s making such a Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Borrower, each Refinancing Lender providing such Refinancing Commitment, the Administrative Agent and, in the case of Refinancing Revolving Commitments, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date thereof of each effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of the conditions Borrower set forth in Section 4.02 andthe Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality or Material Adverse Effect, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement transaction, (iv) in the case of any Refinancing Indebtedness is provided Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the applicable Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments does not exceeded the aggregate amount of the Revolving Commitments so terminated and (v) in the case of any Refinancing Term Loan DocumentsCommitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.09 in the inverse order of maturity).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aCommitments and Refinancing Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class; provided that (A) such stated termination and maturity dates shall not be earlier than the Revolving Maturity Date (in the case of Refinancing Revolving Commitments and Refinancing Revolving Loans) or the Term Maturity Date (in the case of Refinancing Term Loan Commitments and Refinancing Term Loans), (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitment or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial covenant with which the Borrower shall be in an aggregate principal amount required to comply (provided that is (x) not less than $50,000,000 and (y) an integral multiple any such financial covenant for the benefit of $10,000,000 in excess thereof.
(d) Each any Class of Refinancing Lenders shall also be for the benefit of all other Lenders). Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Agreement Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the Revolving Commitments and Revolving Loans and other extensions of credit thereunder, and the other terms of the Refinancing Term Loan Documents may Commitments and Refinancing Term Loans shall be amended pursuant substantially the same as the terms of the Term Commitments and the Term Loans. The Administrative Agent shall promptly notify each Lender as to a the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.22, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)
Refinancing Facilities. (a) On The Borrower may, by written notice to the Agent, elect to request the establishment of one or more occasions after additional tranches of term loans under this Agreement (which shall be pari passu with the Effective DateLoans, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion including in respect of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Collateral) (each, an a “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereFacility”) or one or more series of (x) pari passu secured notes, an assignment (y) senior unsecured notes or loans or (z) second lien secured notes or loans, which, in the case of Term Loans to such Lender any notes or Additional Refinancing Lenderloans referenced in clause (x) or (z) of this paragraph (a), Credit Agreement will be subject to the intercreditor arrangements required by Section 6.01(m) (the “Refinancing Indebtedness in respect Notes”), all the proceeds of all which shall be applied to Refinance outstanding Loans of one or any portion of Term Loans then outstanding more Classes under this Agreement. Each such notice shall specify the date (each, in a “Refinancing Effective Date”) on which the form of Borrower proposes that such Refinancing Term Loans or Refinancing Term Commitments pursuant Notes shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to a Refinancing Amendmentthe Agent; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.that:
(bi) The effectiveness of any Refinancing Amendment shall be subject before and after giving effect to the satisfaction borrowing or incurrence of such Refinancing Term Loans or Refinancing Notes on the date thereof of Refinancing Effective Date, each of the conditions set forth in Section 4.02 andSections 4.02(b) and 4.02(c) (in the case of Refinancing Notes, assuming that such incurrence was a Borrowing) shall be satisfied;
(ii) such Refinancing Term Loans or Refinancing Notes do not (A) mature earlier than the final maturity of the Loans being refinanced and (B) have a weighted average life to maturity that is shorter than the remaining weighted average life to maturity of the Loans being Refinanced;
(iii) any Refinancing Notes are not subject to any amortization prior to final maturity and are not subject to mandatory redemption or prepayment (other than customary change of control, asset sale event or casualty or condemnation event offers) and any Refinancing Term Loan Facility is not subject to mandatory prepayments that are more favorable to the lenders in respect thereof than mandatory prepayments applicable to the Loans being Refinanced;
(iv) the other terms and conditions of such Refinancing Term Loan Facility and Refinancing Notes (excluding pricing and optional prepayment or redemption terms), as applicable, are substantially identical to, or less favorable to the investors providing such Refinancing Term Loan Facility or Refinancing Notes, as applicable, than those applicable to the Loans being refinanced (except for covenants or other provisions applicable only to periods after the latest Maturity Date of any Loans outstanding hereunder);
(v) the Net Cash Proceeds of such Refinancing Term Loans or Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the extent reasonably requested by prepayment pursuant to Section 2.11(a) of the Administrative AgentLoans being refinanced (including accrued and unpaid interest therein and related fees and expenses (including prepayment premium));
(vi) the minimum aggregate principal amount of any Refinancing Term Loan Facility or Refinancing Notes shall be $25,000,000; and
(vii) in the case of a Refinancing Term Loan Facility, receipt by the Administrative Loan Parties and the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement the Refinancing Indebtedness is Term Loan Facility are provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations and shall deliver such other customary documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Agent.
(b) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee pursuant to Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan DocumentsAmendment and consistent with the provisions set forth in paragraph (a) above, be designated as an increase in any previously established Series of Refinancing Term Loans made to the Borrower.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans shall be in established pursuant to 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.
(d) Each of the parties hereto hereby agrees that amendment to this Agreement among the Loan Parties, the Agent and the other Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Documents may Amendment”), which shall be amended pursuant to a Refinancing Amendment, without consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.23.
(d) To the extent that any Refinancing Notes are established on terms consistent with the provisions set forth in paragraph (a) above, including any the Borrower and the Agent may prepare and execute technical amendments to this Agreement and the other Loan Documents to the extent (but only to the extent) necessary to treat reflect the applicable Loans and/or Commitments established under existence and terms of the Refinancing Amendment as a new Class Notes (and no consent of Loans and/or Commitments hereunderany other Lender shall be required), and which shall be binding on the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentLenders.
(e) This Section 2.22 shall supersede any provisions anything in Section 2.17 or Section 9.02 10.09 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 3 contracts
Samples: Term Loan and Guaranty Agreement (Tower International, Inc.), Term Loan and Guaranty Agreement (Tower International, Inc.), Term Loan and Guaranty Agreement (Tower International, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after the Effective Closing Date, by written notice to the Borrower may obtainAdministrative Agent, from any Lender request the establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Facilities of term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower as specified in such written notice (the “Refinancing Term Loans”); provided that (i) each Refinancing Term Loan Lender shall be an Eligible Assignee and (ii) if the consent of the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and for an assignment of Loans to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereLender, an assignment the Borrower shall have received the prior written consent of Term Loans to such Lender the Administrative Agent, which consent shall not unreasonably be withheld, delayed or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtednessconditioned.
(b) The effectiveness of any Refinancing Amendment Term Loan Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Borrower, each Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct in all material respects (or if qualified by materiality, in all respects), in each case on and as of such date, except in the case of any such representation and warranty expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the Borrower shall have delivered to the extent reasonably requested by the Administrative Agent, receipt or agreed to deliver by a date following the Administrative Agent effectiveness of (i) such Refinancing Facility Agreement, such customary legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates other documents (including reaffirmation agreements, supplements and/or amendments to the Security Documents, in each case to the extent applicable), in each case consistent with those delivered on the Effective Date other than changes Closing Date, as shall reasonably be requested by the Administrative Agent in connection therewith and (iv) substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Loans of one or more Facilities in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such legal opinion resulting outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing (including make-whole premiums, prepayment premiums and any other amounts required to be paid in connection with such prepayment)). The Borrower shall determine the amount of such prepayments allocated to each Facility of outstanding Term Loans, and any such prepayment of Term Loans of any Facility shall be applied to reduce the subsequent scheduled repayments of Term Loans of such Facility to be made pursuant to Section 2.3 as directed by the Borrower.
(c) The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Term Loan Commitments and Refinancing Term Loans as a new “Facility” for all purposes hereof (provided that with the consent of the Administrative Agent, any Refinancing Term Loan Commitments and Refinancing Term Loans may be treated as a single “Facility” with any then-outstanding existing Commitments or Loans), (ii) the stated termination and maturity dates applicable to such Refinancing Term Loan Commitments or Refinancing Term Loans, provided that (A) such stated termination and maturity dates shall not be earlier than the Maturity Date applicable to the Facility of Term Loans so refinanced and (B) any Refinancing Term Loans shall not have a weighted average life to maturity shorter than the Facility of Term Loans so refinanced, (iii) any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to such Refinancing Term Loans, (v) the fees applicable to such Refinancing Term Loan Commitments or Refinancing Term Loans, (vi) any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to such Refinancing Term Loans, (viii) any voluntary or mandatory prepayment requirements applicable to such Refinancing Term Loans and any restrictions on the voluntary or mandatory prepayments of such Refinancing Term Loans; provided that no Refinancing Term Loans may be voluntarily prepaid for so long as there are Loans outstanding under the Facility from which such Refinancing Term Loans were refinanced (such Facility, the “Original Facility”) unless such payment is made on a change ratable basis among the Lenders holding such Refinancing Term Loans and the Lenders under the Original Facility, based on the relative amounts of the Loans under such Facilities, and (ix) whether the Refinancing Term Loans are secured, unsecured, subordinated or guaranteed; provided that, any Refinancing Term Loans (1) shall rank on a pari passu basis or junior basis in lawright of payment to the Initial Term Loans outstanding hereunder, change in fact or change (2) if secured, shall be (A) subject to counsel’s form of opinion a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and Borrower, (iiB) reaffirmation agreements and/or secured only by any assets that constitute Collateral and (C) secured by such amendments assets on a pari passu basis or junior basis with the Initial Term Loans outstanding hereunder and (3) if guaranteed, shall not be guaranteed by any entities other than the Subsidiary Guarantors. Except as contemplated by the preceding sentence, the mandatory prepayment and redemption terms, covenants and events of default of the Refinancing Term Loan Commitments and Refinancing Term Loans of a Facility shall either be (x) not materially more favorable, taken as a whole (as conclusively determined by the Borrower in good faith) to the Security Documents lenders providing such Refinancing Term Loan Commitments or Refinancing Term Loans, as may be reasonably requested by applicable, than those terms (taken as a whole) applicable to the Administrative Agent in order Original Facility (except to ensure that the extent such Credit Agreement Refinancing Indebtedness is provided with terms apply solely to any period after the Latest Maturity Date or are applied for the benefit of the applicable Loan Documents.
(cTerm Loans then outstanding) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and or (y) an integral multiple reflect market terms and conditions at the time of $10,000,000 incurrence or issuance, as conclusively determined by the Borrower in excess thereofgood faith.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each of the parties hereto hereby agrees that this Refinancing Facility Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendmentmay, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.27, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class Facility of Loans commitments and/or Commitments hereunder, loans hereunder (and the Lenders hereby expressly irrevocably authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) amendments). This Section 2.22 2.27 shall supersede any provisions in Section 2.17 or Section 9.02 10.1 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De), Term Loan Credit Agreement (Rent a Center Inc De)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Term Loans Revolving Commitments”) pursuant to which each Person providing such a commitment (a “ Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) will make revolving loans to the Borrower (“ Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be reasonably acceptable to the Administrative Agent Agent, (B) each Refinancing Revolving Lender shall have consented be approved by the Issuing Lender (such consent approval not to be unreasonably withheld, conditioned ) and (C) no Lender shall have any obligation to agree to become a Refinancing Revolving Lender or delayed) to such Lender’s or Additional Refinancing Lender’s making such a Refinancing Term Loans Lender unless it agrees to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness do so in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtednessits sole discretion.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Borrower, each Refinancing Lender providing such Refinancing Commitment, the Administrative Agent and, in the case of Refinancing Revolving Commitments, the Issuing Lender; provided that no Refinancing Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such transaction, (iv) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Agreement Refinancing Indebtedness is provided Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the applicable Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments does not exceeded the aggregate amount of the Revolving Commitments so terminated and (v) in the case of any Refinancing Term Loan DocumentsCommitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding borrowings of Term Loans of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such prepayment of such borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of such borrowings of such Class to be made pursuant to Section 2.3 as directed by the Borrower).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Commitments and Refinancing Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class; provided that such stated termination and maturity dates shall not be earlier than the Revolving Credit Agreement Termination Date (in the case of Refinancing Indebtedness under Section 2.22(aRevolving Commitments and Refinancing Revolving Loans) or the applicable Term Loan Maturity Date (in the case of Refinancing Term Loan Commitments and Refinancing Term Loans), (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitment or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with other existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding other existing Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial covenant with which the Borrower shall be in an aggregate principal amount required to comply (provided that is (x) not less than $50,000,000 and (y) an integral multiple any such financial covenant for the benefit of $10,000,000 in excess thereof.
(d) Each any Class of Refinancing Lenders shall also be for the benefit of all other Lenders). Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Agreement Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the Revolving Credit Commitments and Revolving Credit Loans and other extensions of credit thereunder, and the other terms of the Refinancing Term Loan Documents may Commitments and Refinancing Term Loans shall be amended pursuant substantially the same as the terms of the Term Commitments and the Term Loans. The Administrative Agent shall promptly notify each Lender as to a the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(ed) This Section 2.22 2.23 shall supersede any provisions in Section 2.17 or Section 9.02 10.1 which would otherwise subject a Refinancing Facility Agreement to the contrary solely to the extent provided in this Section 2.22consent of Required Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Sba Communications Corp), Revolving Refinancing Amendment (Sba Communications Corp), 2018 Refinancing Amendment (Sba Communications Corp)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Classes of term loan commitments (the “Refinancing Term Loans Commitments”) pursuant to which each Person providing such a Refinancing Amendment in accordance with this Section 2.22 commitment (each, an a “Additional Refinancing Lender”) will make term loans to the Borrower (the “Refinancing Loans”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional each Refinancing Lender is a Purchasing Borrower Party or must be an Affiliated Lender, Eligible Assignee and otherwise satisfy the requirements of Section 9.04(g) and 9.04(f12.04(b)(i), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Borrower, each Refinancing Lender providing a Refinancing Commitment and the Administrative Agent; provided that no Refinancing Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in lawresolutions, change in fact or change to counselsecretary’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) certificates, officer’s certificates, reaffirmation agreements and/or such amendments to the Security Documents and other documents as may shall reasonably be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement Refinancing Indebtedness is provided transaction and (iv) substantially concurrently with the benefit effectiveness of such Refinancing Commitments, the applicable Loan DocumentsBorrower shall obtain Refinancing Loans thereunder and shall repay or prepay then outstanding Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Borrowings and any reasonable fees, premium and expenses relating to such refinancing) and, in the case of a prepayment of Eurodollar Borrowings, shall be subject to Section 5.02.
(c) Each issuance Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of Credit Agreement such Refinancing Indebtedness under Section 2.22(aCommitments and Refinancing Loans as a new “Class” for all purposes hereof, (ii) the stated maturity date applicable to the Refinancing Term Loans of such Class, provided that (A) such stated maturity date shall not be earlier than the Final Maturity Date, (iii) any amortization applicable to the Refinancing Loans of such Class and the effect thereon of any prepayment of such Refinancing Loans, provided that the Average Life of any Refinancing Loans shall be in an aggregate principal amount that is no shorter than the remaining Average Life of the Loans repaid or prepaid with the proceeds thereof, (xiv) not less than $50,000,000 the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitments or Refinancing Loans of such Class, (vi) any original issue discount applicable to the Refinancing Loans of such Class, (vii) the initial Interest Period or Interest Periods applicable to the Refinancing Loans of such Class, and (yviii) an integral multiple any affirmative or negative covenants with which the Borrower shall be required to comply (provided that any such covenant for the benefit of $10,000,000 in excess thereof.
(d) Each any Class of Refinancing Lenders shall also be for the benefit of all other Lenders). Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Refinancing Loans shall be substantially the same as the terms of the Loans made on the Effective Date. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendmentmay, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Quicksilver Resources Inc), Second Lien Credit Agreement (Quicksilver Resources Inc), Second Lien Credit Agreement (Quicksilver Resources Inc)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Term Revolving Credit Loans or Refinancing Term Commitments Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins (bincluding “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsreaffirmation agreements and board resolutions, board resolutions and officers’ certificates and legal opinions consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) On or after the Conversion Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in the reasonable opinion its sole discretion), Exit Revolving Facility Refinancing Indebtedness in respect of all or any portion of the obligations under the Exit Revolving Facility, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Exit Revolving Facility Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (ii) will have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as reflected in Annex I to Exhibit B of the DIP Revolving Credit Agreement and such other terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto. The effectiveness of any Refinancing Amendment shall not be subject to the review or consent of any Lender or Additional Lender other than any such Lender and Additional Lender party to such Refinancing Amendment. 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 Exit Revolving Facility Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Borrowerother Loan Documents as may be necessary or appropriate, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(ec) This Section 2.22 2.18 shall supersede any provisions in of Section 2.17 or Section 9.02 10.01 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 3 contracts
Samples: Refinancing and Incremental Facility Amendment (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Refinancing Facilities. (a) On The Borrower may from time to time, add one or more occasions after tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Effective DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any other bank, financial institution or other institutional lender or investor existing Lender) that agrees to provide any a portion of such Refinancing Term Loans Facility (each a “Refinancing Facility Amendment”) pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that procedures reasonably specified by the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any outstanding Term Loan or any Revolving Loan then in effect; provided, that:
(i) such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Loans then outstanding under this Agreementand, in the form case of Refinancing Term a revolving facility, the Revolving Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide and any undrawn available commitments in respect of such Credit Agreement Refinancing Indebtedness.revolving facility being refinanced (plus accrued interest, fees, discounts, premiums and reasonable expenses);
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or no Default or Event of Default shall exist on the effective date of such amendments Refinancing Facility or would exist after giving effect to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.Facility;
(ciii) Each issuance of Credit Agreement no existing Lender shall be under any obligation to provide a commitment to such Refinancing Indebtedness under Section 2.22(aFacility and any such decision whether to provide a commitment to such Refinancing Facility shall be in such Lender’s sole and absolute discretion;
(iv) such Refinancing Facility shall be in an aggregate principal amount of at least $25,000,000 and each commitment of a Lender to such Refinancing Facility shall be in a minimum principal amount of at least $5,000,000, in the case of a Refinancing Revolving Facility and at least $1,000,000 in the case of a Refinancing Term Loan (or, in each case, such lesser amounts as the Administrative Agent and the Borrower may agree);
(v) each Person providing a commitment to such Refinancing Facility shall meet the requirements in Section 10.04(b);
(vi) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) attaching evidence of appropriate corporate authorization on the part of such Loan Party with respect to such Refinancing Facility as the Administrative Agent may reasonably request and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date, and (II) no Default or Event of Default shall exist;
(B) such amendments to the other Loan Documents as the Administrative Agent may reasonably request to reflect such Refinancing Facility;
(C) customary opinions of legal counsel to the Loan Parties as the Administrative Agent may reasonably request, addressed to the Administrative Agent and each Lender (including each Person providing any commitment under any Refinancing Facility), dated as of the effective date of such Refinancing Facility;
(D) to the extent requested by any Lender (including each Person providing any commitment under any Refinancing Facility), executed promissory notes evidencing such Refinancing Facility, issued by the Borrower in accordance with Section 2.11(b); and
(E) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent.
(vii) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(viii) such Refinancing Facility (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be guaranteed by any Person that is not a Guarantor; and (C) if the Trigger Event has not occurred, shall be unsecured and, if the Trigger Event has occurred, shall be secured on a pari passu basis;
(ix) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility; provided that (A) to the extent refinancing a Revolving Loan and constituting a Refinancing Revolving Facility, such Refinancing Facility shall have a termination date no earlier than the Revolving Commitment Termination Date and (B) to the extent refinancing a Term Loan or constituting term loan facilities, such Refinancing Term Loan shall have a maturity date no earlier than the latest then existing Maturity Date, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loan being refinanced;
(x) not less than $50,000,000 if such Refinancing Facility is a Refinancing Revolving Facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Loans (or otherwise provide for more favorable voting rights for the then outstanding Revolving Loans) and (yB) an integral multiple such Refinancing Facility may provide for the issuance of $10,000,000 Letters of Credit for the account of Holdings, the Borrower and its Restricted Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing revolving credit facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swingline Loans under the existing revolving credit facilities;
(xi) each Borrowing of Revolving Loans and participations in excess thereofLetters of Credit pursuant to Section 2.24 shall be allocated pro rata among the Revolving Loans;
(xii) subject to Section 2.27(a)(ix) above, such Refinancing Facility will have terms and conditions that are substantially identical to, or less favorable, when taken as a whole (as determined by the Borrower in its reasonable judgment), to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Loan or Term Loan being refinanced; provided, however, that such Refinancing Facility may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders thereof and applicable only during periods after the then latest Revolving Commitment Termination Date or latest Maturity Date in effect; and
(xiii) substantially concurrent with the incurrence of such Refinancing Facility the Borrower shall apply the Net Cash Proceeds of such Refinancing Facility to the prepayment of outstanding Loans being so refinanced (and, in the case of a Refinancing Facility that refinances a Revolving Loan, the Borrower shall permanently reduce the amount of the commitments to the Revolving Loan being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility (other than Net Cash Proceeds applied to pay accrued interest, fees, discounts and premiums)).
(db) Each of The Lenders hereby authorize the parties hereto hereby agrees Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents may shall be amended pursuant to a by, such Refinancing Amendment, without the consent of any other Lenders, Facility Amendments to the extent (but and only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.222.27. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established Refinancing Facility Amendment for a Refinancing Revolving Facility and with the consent of each Issuing Bank, participation in Letters of Credit under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and existing revolving credit facilities shall be reallocated from Lenders holding revolving commitments under the existing revolving credit facilities which are being refinanced to Lenders hereby expressly authorize the Administrative Agent to enter into any holding revolving commitments under such Refinancing Revolving Facility in accordance with the terms of such Refinancing Facility Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.)
Refinancing Facilities. (a) On The Borrower may from time to time, add one or more occasions after tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Effective DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any other bank, financial institution or other institutional lender or investor existing Lender) that agrees to provide any a portion of such Refinancing Term Loans Facility (each a “Refinancing Facility Amendment”) pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that procedures reasonably specified by the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any outstanding Term Loan or any Revolving Loan then in effect; provided, that:
(i) such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Loans then outstanding under this Agreementand, in the form case of Refinancing Term a revolving facility, the Revolving Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide and any undrawn available commitments in respect of such Credit Agreement Refinancing Indebtedness.revolving facility being refinanced (plus accrued interest, fees, discounts, premiums and reasonable expenses);
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or no Default or Event of Default shall exist on the effective date of such amendments Refinancing Facility or would exist after giving effect to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.Facility;
(ciii) Each issuance of Credit Agreement no existing Lender shall be under any obligation to provide a commitment to such Refinancing Indebtedness under Section 2.22(aFacility and any such decision whether to provide a commitment to such Refinancing Facility shall be in such Lender’s sole and absolute discretion;
(iv) such Refinancing Facility shall be in an aggregate principal amount of at least $25,000,000 and each commitment of a Lender to such Refinancing Facility shall be in a minimum principal amount of at least $5,000,000, in the case of a Refinancing Revolving Facility and at least $1,000,000 in the case of a Refinancing Term Loan (or, in each case, such lesser amounts as the Administrative Agent and the Borrower may agree);
(v) each Person providing a commitment to such Refinancing Facility shall meet the requirements in Section 10.04(b);
(vi) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) attaching evidence of appropriate corporate authorization on the part of such Loan Party with respect to such Refinancing Facility as the Administrative Agent may reasonably request and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date, and (II) no Default or Event of Default shall exist;
(B) such amendments to the other Loan Documents as the Administrative Agent may reasonably request to reflect such Refinancing Facility;
(C) customary opinions of legal counsel to the Loan Parties as the Administrative Agent may reasonably request, addressed to the Administrative Agent and each Lender (including each Person providing any commitment under any Refinancing Facility), dated as of the effective date of such Refinancing Facility;
(D) to the extent requested by any Lender (including each Person providing any commitment under any Refinancing Facility), executed promissory notes evidencing such Refinancing Facility, issued by the Borrower in accordance with Section 2.11(b); and
(E) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent.
(vii) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(viii) such Refinancing Facility (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be guaranteed by any Person that is not a Guarantor; and (C) shall be unsecured;
(ix) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility; provided that (A) to the extent refinancing a Revolving Loan and constituting a Refinancing Revolving Facility, such Refinancing Facility shall have a termination date no earlier than the Revolving Commitment Termination Date and (B) to the extent refinancing a Term Loan or constituting term loan facilities, such Refinancing Term Loan shall have a maturity date no earlier than the latest then existing Maturity Date, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loan being refinanced;
(x) not less than $50,000,000 if such Refinancing Facility is a Refinancing Revolving Facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Loans (or otherwise provide for more favorable voting rights for the then outstanding Revolving Loans) and (yB) an integral multiple such Refinancing Facility may provide for the issuance of $10,000,000 Letters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing revolving credit facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swingline Loans under the existing revolving credit facilities;
(xi) each Borrowing of Revolving Loans and participations in excess thereofLetters of Credit pursuant to Section 2.24 shall be allocated pro rata among the Revolving Loans;
(xii) subject to Section 2.27(a)(ix) above, such Refinancing Facility will have terms and conditions that are substantially identical to, or less favorable, when taken as a whole (as determined by the Borrower in its reasonable judgment), to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Loan or Term Loan being refinanced; provided, however, that such Refinancing Facility may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders thereof and applicable only during periods after the then latest Revolving Commitment Termination Date or latest Maturity Date in effect; and
(xiii) substantially concurrent with the incurrence of such Refinancing Facility the Borrower shall apply the Net Cash Proceeds of such Refinancing Facility to the prepayment of outstanding Loans being so refinanced (and, in the case of a Refinancing Facility that refinances a Revolving Loan, the Borrower shall permanently reduce the amount of the commitments to the Revolving Loan being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility (other than Net Cash Proceeds applied to pay accrued interest, fees, discounts and premiums).
(db) Each of The Lenders hereby authorize the parties hereto hereby agrees Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents may shall be amended pursuant to a by, such Refinancing Amendment, without the consent of any other Lenders, Facility Amendments to the extent (but and only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.222.27. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established Refinancing Facility Amendment for a Refinancing Revolving Facility and with the consent of each Issuing Bank, participation in Letters of Credit under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and existing revolving credit facilities shall be reallocated from Lenders holding revolving commitments under the existing revolving credit facilities which are being refinanced to Lenders hereby expressly authorize the Administrative Agent to enter into any holding revolving commitments under such Refinancing Revolving Facility in accordance with the terms of such Refinancing Facility Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Aaron's Inc), Revolving Credit and Term Loan Agreement (Aaron's Inc)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g(which may include any existing Lender and which must be Eligible Assignees) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term the Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Loans under any Incremental Loan Commitments then outstanding under this Agreement, ) or any then outstanding Refinancing Loans in the form of Refinancing Term Loans or Refinancing Term Commitments Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
(b) ,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Refinancing Lenders with respect thereto. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent and the Collateral Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Loans or Refinancing Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCollateral Agent, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 2.19 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement (Phi Inc), Credit Agreement
Refinancing Facilities. (a) On one or more occasions after Upon written notice to the Effective DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may obtain, from time to time elect to refinance any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion Class of Refinancing Term Loans pursuant to a Refinancing Amendment or Commitments under the Revolving Credit Facility, in accordance whole or in part, with this Section 2.22 one or more new term loan facilities (each, an a “Additional Refinancing LenderTerm Facility”) or new revolving credit facilities (provided that each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned) to such Lender’s or Additional Refinancing Lender’s making and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility; provided that (i) any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans being refinanced, (ii) [reserved]; (iii) any Refinancing Revolving Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, (iv) the other terms and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for (i) covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or (ii) to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party more favorable terms or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with are added for the benefit of the applicable Loan Documents.
(c) Each issuance Lenders of Credit Agreement Refinancing Indebtedness under Section 2.22(a) the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple permitted to amend the terms of $10,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendmentprovide for terms more favorable to the Lenders, without the consent of any Lender or any other LendersPerson), (v) the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the extent pro rata prepayment of outstanding loans (but only and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, (vi) to the extentextent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and (vii) Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.
(b) The Borrower may approach any Lender or any other Person to provide all or a portion of the Refinancing Facilities (a “Refinancing Facility Lender”), subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld and shall only be necessary to the extent required under Section 10.06 for assignments thereto), so long as such Person would be an Eligible Assignee of Term Loans or Revolving Credit Loans, as applicable; provided that any Lender offered or approached to provide all or a portion of any Refinancing Facility may elect or decline, in its sole discretion, to provide a Refinancing Facility.
(ic) reflect The Administrative Agent and the existence and terms Lenders hereby consent to the transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Credit Refinancing Facilities on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section 2.17. The Refinancing Indebtedness incurred Facilities shall be established pursuant to an amendment to this Agreement among the Borrower and the Refinancing Facility Lenders providing such Refinancing Facilities (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section 2.17. Notwithstanding anything to the contrary contained in Section 10.01, each Refinancing Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and (ii) effect such the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.17, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new tranches or sub-tranches in respect of the Refinancing Amendment Facilities and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.07(a) (insofar as such schedule relates to payments due to Lenders of the Term Loans which are being refinanced with the proceeds of a new Class Refinancing Term Facility; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans and/or Commitments hereunderof which are not refinanced with the proceeds of a Refinancing Term Facility). The Administrative Agent shall be permitted, and the Lenders is hereby expressly authorize the Administrative Agent authorized, to enter into any such Refinancing Amendmentamendments with the Borrower to effect the foregoing.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Refinancing Facilities. (a) On one or more occasions after Notwithstanding anything to the Effective Datecontrary in this Agreement, the Borrower may obtainby written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, from “Refinancing Term Loans”), all Net Cash Proceeds of which are used to refinance in whole or in part any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion Class of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 2.8(c)(i). Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (provided that 5) Business Days after the date on which such notice is delivered to the Administrative Agent shall have consented (or such consent not shorter period agreed to be unreasonably withheld, conditioned or delayedby the Administrative Agent in its sole discretion); provided that:
(i) before and after giving effect to such Lender’s or Additional Refinancing Lender’s making the borrowing of such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Refinancing Effective Date each of the conditions set forth in Section 4.02 3.1 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.14(a)(H)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially similar to, or no less favorable to the Borrower and its Subsidiaries, when taken as a whole, than (as reasonably determined by the Borrower), the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to the Term Loans being refinanced unless less favorable terms are added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Refinancing Term Loans, together with a reasonably detailed description of the material terms and 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 requirements in this clause (v) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (v) unless the Required Lenders through the Administrative Agent notify the Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu or junior in right of security to the Term Loans, such Liens will be subject to a customary intercreditor agreement;
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans; and
(viii) Refinancing Term Loans shall not be secured by any assets of the Borrower and its Subsidiaries other than the Collateral.
(b) The Borrower may approach any Lender or any other person that would be an Eligible Assignee to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that:
(i) before and after giving effect to the establishment of such Replacement Revolving Credit Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.1 shall be satisfied;
(ii) after giving effect to the establishment of any Replacement Revolving Credit Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(iii) no Replacement Revolving Credit Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being replaced;
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no less favorable to the Borrower and its Subsidiaries than (as reasonably determined by the Borrower), those, taken as a whole, applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Credit Termination Date in effect at the time of incurrence or added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Replacement Revolving Credit Commitments, together with a reasonably detailed description of the material terms and conditions of such Replacement Revolving Credit Commitments or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements in this clause (iv) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (iv) unless the Required Lenders through the Administrative Agent notify the Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree);
(v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility;
(vi) Replacement Revolving Credit Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral; and
(vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank pari passu or junior in right of security to the Revolving Loans, such Liens will be subject to a customary intercreditor agreement.
(d) In addition, the Borrower may establish Replacement Revolving Credit Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Credit Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Credit Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Credit Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 3.1 shall be satisfied to the extent required by the relevant agreement governing such Replacement Revolving Credit Commitments, (ii) the remaining life to termination of such Replacement Revolving Credit Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Credit Commitments shall be no earlier than the termination date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank pari passu or junior in right of security to the Revolving Loans, such Liens will be subject to a customary intercreditor agreement, (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than (as reasonably determined by the Borrower), those applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to the Term Loans being refinanced or are added for the benefit of the Lenders). Solely to the extent that an L/C Issuer is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such L/C Issuer shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such L/C Issuer to withdraw as an L/C Issuer at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably requested by satisfactory to such L/C Issuer in its sole discretion. The Borrower agrees to reimburse each L/C Issuer in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(e) The Borrower may approach any Lender or any other person that would be an Eligible Assignee of a Revolving Credit Commitment to provide all or a portion of the Administrative AgentReplacement Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, receipt by the Administrative Agent of (i) customary legal opinionsin its sole discretion, board resolutions and officers’ certificates consistent with those delivered to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on the any Replacement Revolving Facility Effective Date other than changes shall be designated an additional Class of Revolving Credit Commitments for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to such legal opinion resulting from a change the extent provided in lawthe applicable Refinancing Amendment, change be designated as an increase in fact or change to counsel’s form any previously established Class of opinion reasonably satisfactory Revolving Credit Commitments.
(f) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have a Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.16), (i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is required to be in any minimum amount or any minimum increment, (ii) reaffirmation agreements and/or such amendments there shall be no condition to the Security Documents as may be reasonably requested by the Administrative Agent any incurrence of any Refinancing Term Loan or Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
clauses (a) or (c) Each issuance of above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Credit Agreement Refinancing Indebtedness under Section 2.22(a) Commitments and all obligations in respect thereof 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.
(d) Each of the parties hereto hereby agrees that Obligations under this Agreement and the other Loan Documents may be amended pursuant to a that rank equally and ratably in right of security with the Term Loans and other Obligations (other than Incremental Term Loans and Refinancing AmendmentTerm Loans that rank junior in right of security with the Term Loans, without the consent of any other Lenders, and except to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentTerm Loans are secured by the Collateral on a junior lien basis in accordance with the provisions above).
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 3 contracts
Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Loan Indebtedness or Refinancing Amendment in accordance with this Section 2.22 Revolving Commitments. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made or on which such Refinancing Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of any Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans Borrowings of such Class to be made pursuant to Section 2.09(a) ratably;
(iii) substantially concurrently with the effectiveness of any Refinancing Revolving Commitments, the Borrower shall reduce then outstanding under this AgreementRevolving Commitments in an aggregate amount equal to the aggregate amount of such Refinancing Revolving Commitments and shall make any prepayments of the outstanding Revolving Loans required pursuant to Section 2.08 in connection with such reduction, and any such reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; and
(iv) such notice shall set forth, with respect to any Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or with respect to any Refinancing Revolving Commitments (and the Refinancing Revolving Loans of the same Class), to the extent applicable, the following terms thereof: (A) the designation of such Refinancing Term Loans or Refinancing Revolving Commitments pursuant and Refinancing Revolving Loans, as applicable, as a new “Class” for all purposes hereof, (B) the stated termination and maturity dates applicable to the Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class, (C) in the case of Refinancing Term Loans, amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (D) the interest rate or rates applicable to the Refinancing Term Loans or Refinancing Revolving Loans, as applicable, of such Class, (E) the fees applicable to the Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class, (F) in the case of Refinancing Term Loans, any original issue discount applicable thereto, (G) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans or Refinancing Revolving Loans, as applicable, of such Class, (H) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Amendment; Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class and (I) any financial maintenance covenant with which Holdings and the Borrower shall be required to comply (provided that no Lender is obligated hereunder to provide any such Credit financial maintenance covenant for the benefit of any Class of Refinancing Lenders shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Refinancing Facility Agreement Refinancing Indebtednessbecomes effective).
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness or the Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to Term Loan Indebtedness or Refinancing Revolving Commitments, as the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as case may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documentsbe.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans and any Refinancing Revolving Commitments 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by Holdings, without the Borrower, each Refinancing Term Lender providing such Refinancing Term Loans or each Refinancing Revolving Lender providing such Refinancing Revolving Commitments, as the case may be, and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or or Refinancing Revolving Commitments established under (and the Refinancing Amendment Revolving Loans of the same Class) as a new Class “Class” of Loans and/or Commitments commitments or loans hereunder, and the Lenders hereby expressly authorize the . The Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 promptly notify each Lender as to the contrary solely to the extent provided in this Section 2.22effectiveness of each Refinancing Facility Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Borrowers or any Guarantor may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with the Intercreditor Agreement and any applicable Pari Intercreditor Agreement and/or Other Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
(b) ,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the applicable Borrower and the Lenders or Additional Lenders with respect thereto; provided, that, in the event that only a portion of the Term Loans then outstanding under this Agreement are refinanced pursuant to Credit Agreement Refinancing Indebtedness, the terms and conditions of such Credit Agreement Refinancing Indebtedness shall be subject to the Consistent Terms Requirement. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans or Refinancing Term Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of the Administrative Agent (iiexcept to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) or any Lenders other than any Lenders providing such Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22Section. The Borrower Agent shall provide the Administrative Agent written notice (including via email) no later than two Business Days prior to the execution and delivery of any Refinancing Amendment, including any amendments necessary and the Administrative Agent hereby agrees to treat the applicable Loans and/or Commitments established under the (and is directed by each Lender to) acknowledge such Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, promptly as practicable following such written notice; it being acknowledged and the Lenders hereby expressly authorize agreed by each Lender that the Administrative Agent Agent, in its capacity as such, shall have no liability with respect to enter into such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Requirements of Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment shall in no way affect the effectiveness of any Refinancing Amendment.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely contrary. A certificate delivered to the extent provided Administrative Agent at least two Business Days prior to the incurrence of any Credit Agreement Refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrowers have determined in good faith that terms and conditions of any Credit Agreement Refinancing Indebtedness satisfy the requirements of this Section 2.22, shall be conclusive evidence absent manifest error that such terms and conditions satisfy the requirements of this definition.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Solera Corp.), Credit Agreement (Solera Corp.)
Refinancing Facilities. (a) On Each Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Loan Indebtedness. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the applicable Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the applicable Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class made to such Borrower (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.09(a) ratably,
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andLoans, to the extent reasonably requested by applicable, the Administrative Agentfollowing terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class” for all purposes hereof, receipt by (b) the Administrative Agent of (i) customary legal opinions, board resolutions stated termination and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory maturity dates applicable to the Administrative Agent and (ii) reaffirmation agreements and/or Refinancing Term Loans of such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
Class, (c) Each issuance amortization applicable thereto and the effect thereon of Credit Agreement any prepayment of such Refinancing Indebtedness under Section 2.22(a) 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.
Term Loans, (d) Each the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the parties hereto hereby agrees fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that this Agreement such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the other voluntary or mandatory reductions or prepayments of Refinancing Term Loans of such Class,
(iv) such Refinancing Term Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other LendersIndebtedness will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder on the terms set out in the Intercreditor Agreement, and
(but only v) the holders of, or an agent, trustee or note agent acting on behalf of the holders of, such Refinancing Term Loan Indebtedness (unless incurred hereunder as an additional Class) shall have become party to the extentIntercreditor Agreement if such Indebtedness is (A) necessary to (i) reflect secured by the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement Collateral on a pari passu basis with or junior basis and the Liens on the Collateral securing the Obligations or (2) the principal amount of such Indebtedness, together with the aggregate principal amount of other Loan Documents as may be necessary or appropriateIndebtedness for borrowed money (other than Indebtedness for borrowed money secured by the Collateral) incurred and outstanding under Sections 6.01(a)(ii)(B), in the reasonable opinion of the Administrative Agent and the Borrower6.01(a)(viii), to effect the provisions of this Section 2.226.01(a)(xiv), including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder6.01(a)(xv), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
6.01(a)(xx), 6.01(a)(xxi) (e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22constituting Secured Cash Management Obligations), 6.01(a)(xxii) or 6.01(a)(v) (to the extent a Guarantee of any Indebtedness is incurred pursuant to any of the foregoing) and not subject to the Intercreditor Agreement, would exceed at the time incurred €75,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)
Refinancing Facilities. (a) On one Borrower may, by written notice to Agent from time to time, request loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”), and, with respect to the Excess Amount, for general corporate purposes, in an aggregate principal amount not to exceed (i) the aggregate principal amount of the Refinanced Loans, plus (ii) any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) (clauses (i) and (ii) together, the “Refinancing Amount”), plus (iii) an additional amount not to exceed $1,500,000 (the “Excess Amount”). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more occasions than sixty (60) days after the Effective Date, the date of such notice (or such longer or shorter periods as Agent shall agree)). Borrower may obtain, seek Refinancing Loans from any Lender existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any other bankAdditional Lender.
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such the incurrence of the Refinancing Loans, financial institution or other institutional lender or investor that agrees to provide any portion (ii) the terms of the Refinancing Term Loans pursuant to a Refinancing Amendment in accordance shall comply with this Section 2.22 2.16 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the Refinancing Amount shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by Borrower and the Persons providing the Refinancing Loans (each, an a “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness set forth in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(bi) The effectiveness the final maturity date of any Refinancing Amendment Loans shall be subject no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Credit Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the satisfaction on Refinancing Loans shall be determined by Borrower and the date thereof of each applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the conditions Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of clause (i) customary legal opinionsthrough (vi) above), board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion terms shall be reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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 thereofAgent.
(d) Each of the parties hereto hereby agrees that In connection with any Refinancing Loans, Borrower, Agent and each applicable Refinancing Lender shall execute and deliver to Agent an amendment to this Agreement (which may take the form of an amendment and the other Loan Documents may be amended pursuant to restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as Agent shall reasonably specify to evidence such Refinancing Loans. Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other LendersLender, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.16, including any amendments necessary to treat establish the applicable Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class class or tranche of Loans and/or Commitments hereunderLoans, and such other technical amendments as may be necessary or appropriate in the Lenders hereby expressly authorize reasonable opinion of Agent and Borrower in connection with the Administrative Agent to enter into any establishment of such Refinancing Amendmentnew class or tranche, in each case on terms consistent with this Section 2.16.
(e) This Section 2.22 2.16 shall supersede any provisions provision in Section 2.17 2.9, 2.15(c), or Section 9.02 to the contrary solely to the extent provided in this Section 2.2212.2.
Appears in 2 contracts
Samples: Incremental Amendment to Credit Agreement (XPO, Inc.), Refinancing Amendment (XPO, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Classes of term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such each Refinancing Term Loans to the extent such consent, if any, would Lender shall be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Eligible Assignee (other than an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment Term Loan Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Borrower, each Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) on the date thereof of effectiveness thereof, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Credit Party and Alon Assets as set forth in Section 4.02 andthe Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided connection therewith and (iv) (A) substantially concurrently with the benefit effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Borrowings of any Class in an aggregate principal amount equal to the applicable aggregate amount of such Refinancing Term Loan DocumentsCommitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Borrowings and any reasonable fees, premium and expenses relating to such refinancing) and (B) any such prepayment of Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Borrowings of such Class to be made pursuant to Section 2.9 on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the case of a prepayment of Eurocurrency Rate Borrowings, shall be subject to Section 2.15(c).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aTerm Loan Commitments and Refinancing Term Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, provided that such stated termination and maturity dates shall not be earlier than the Maturity Date applicable to the Term Loans of any Class repaid or prepaid with the proceeds thereof, (iii) any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, provided that the weighted average life to maturity of any Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Terms Loans of any Class repaid or prepaid with the proceeds thereof, (iv) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (v) the fees applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, (vi) any closing fees or original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to the Refinancing Term Loans of such Class and (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in an aggregate principal amount that is any mandatory prepayment on a pro rata basis with other Term Loans (x) not or on a basis less than $50,000,000 pro rata), but may not provide for mandatory prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding any Tranche B Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (y) an integral multiple of $10,000,000 in excess thereof.
(d) Each including any prepayment premiums). Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Refinancing Term Loans shall be substantially the same as the terms of the Tranche B Term Loans or shall be otherwise acceptable to the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendmentmay, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.21, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement, Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Loan Indebtedness. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.09(a) ratably, and
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Commitments pursuant Loans as a new “Class” for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Amendment; provided that no Lender is obligated hereunder Term Loans than to provide the Lenders holding such Credit Agreement Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing IndebtednessTerm Loans of such Class.
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Term Loan DocumentsIndebtedness.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by Holdings, without the Borrower, each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder, and the Lenders hereby expressly authorize the . The Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 promptly notify each Lender as to the contrary solely to the extent provided in this Section 2.22effectiveness of each Refinancing Facility Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Company may (on behalf of any applicable Borrower) obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Term Revolving Credit Loans or Refinancing Term Commitments Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins (bincluding “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Company and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the applicable Administrative Agent (solely in the case of the Term Loan Administrative Agent, acting at the direction of the Blackstone Representative) or the Blackstone Representative, receipt by the applicable Administrative Agent of (i) customary legal opinionsreaffirmation agreements and board resolutions, board resolutions and officers’ certificates and legal opinions consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The applicable Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 2.18 shall supersede any provisions in of Section 2.17 or Section 9.02 10.01 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement (Shoals Technologies Group, Inc.), Credit Agreement (Shoals Technologies Group, Inc.)
Refinancing Facilities. (a) On one or more occasions after After the Effective Closing Date, the Borrower Borrowers may obtain, obtain from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion (but with the consent of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned withheld or delayed)) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of Term the applicable Loans or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Refinancing Facilities), one or more new senior secured first lien term facilities (each, a “Refinancing Term Facility” and the term loans made pursuant to a Refinancing Term Facility, “Refinancing Term Loans”) or, in the form case of a refinancing and/or replacement of the Revolving Commitments or Revolving Loans, new revolving credit facilities (each, a “Refinancing Revolving Facility” and, together with any Refinancing Term Facility, a “Refinancing Facility” or the “Refinancing Facilities”, and the revolving loans made pursuant to a Refinancing Revolving Facility, “Refinancing Revolving Loans”); provided, that:
(a) the Refinancing Term Loans or Refinancing Revolving Loans, as applicable, will be pari passu in right of payment and be secured by the Collateral on a pari passu basis with the remaining portion of the Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.Loans, Revolving Loans and Revolving Commitments;
(b) The effectiveness with respect to any Refinancing Term Facility, such Refinancing Term Facility shall not (i) have a maturity date that is earlier than ninety-one (91) days after the maturity date of the Term Loans being refinanced by such Refinancing Term Facility or (ii) have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced by such Refinancing Term Facility, and in no event shall the Refinancing Term Facility be permitted to be voluntarily or mandatorily prepaid prior to repayment of all existing Term Loans that survive the initial funding of such Refinancing Term Facility, unless accompanied by ratable prepayment of all Term Loans;
(c) with respect to any Refinancing Revolving Facility, (i) such Refinancing Revolving Facility shall not have a maturity date that is earlier than the maturity date of the Revolving Loans or Revolving Commitments being refinanced by such Refinancing Revolving Facility, (ii) such Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the maturity date of any existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility and (iii) any Refinancing Revolving Facility will be subject to the same pro rata (or in the case of prepayment, pro rata or less than pro rata, but not greater than pro rata) borrowing, Letter of Credit participations, Swingline Loan participations and prepayment and Commitment reduction provisions as the existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility (except to the extent applicable only to periods after the latest final maturity date of the relevant Loans or Commitments existing at the time of such refinancing or replacement);
(d) such Refinancing Facility shall have pricing (including interest, fees and premiums), optional prepayment and redemption terms as may be agreed to by the Borrowers and the Lenders party thereto, except as provided herein;
(e) such Refinancing Facility shall not be secured by any assets other than the Collateral;
(f) if any such Refinancing Facility is guaranteed, it shall not be guaranteed by any Person other than the Guarantors;
(g) if any such Refinancing Facility will provide for the issuance or extension of Letters of Credit or the making of Swingline Loans, then the L/C Issuer (or if applicable, Support Provider) and the Swingline Lender, respectively, shall have consented to such Refinancing Facility;
(h) the other terms (excluding those referenced in clauses (a) through (g) above and excluding pricing, fee and prepayment or redemption provisions) of such Refinancing Facility shall be substantially identical to, or (taken as a whole) no more favorable to the Lenders providing such Refinancing Facility than those applicable to the Loans or Commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant Loans or Commitments existing at the time of such refinancing or replacement);
(i) the aggregate principal amount of any Refinancing Amendment Facility shall not exceed the aggregate principal amount of the Loans and Commitments being refinanced or replaced therewith, plus reasonable and customary interest, premiums, fees and expenses; and
(j) any Refinancing Facility held by any Affiliated Lender shall be subject to the satisfaction on the date thereof of each of the conditions same restrictions applicable to assignments to such Persons as are set forth in Section 4.02 and12.07 (including voting restrictions, the prohibition on holding Revolving Commitments and an aggregate cap on the amount of Term Loans held by such Person). Notwithstanding anything to the extent reasonably requested contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any Refinancing Facility permitted by the Administrative Agentterms of this Agreement, receipt pursuant to a cashless settlement mechanism approved by the Administrative Agent of (i) customary legal opinionsBorrowers, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsLender.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (AdaptHealth Corp.), Credit and Guaranty Agreement (AdaptHealth Corp.)
Refinancing Facilities. (a) On one or more occasions At any time after the Restatement Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Loans under any Incremental Term Commitments) and any then outstanding Refinancing Term Loans or (B) all or any portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
Indebtedness (bi) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof and (v) will have other terms and conditions that are substantially identical to (or in the case of Refinancing Notes are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than the Refinanced Debt; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 6.1 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Restatement Effective Date (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 2.22(a) 4.19 shall be in an aggregate principal amount that is (x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $10,000,000 50,000,000 in excess thereof.
(d) thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans, pursuant to any Refinancing Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments and in each case with the consent of the applicable issuing lenders and swingline lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Revolving Commitments and/or Refinancing Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22Section. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established under the relevant Refinancing Amendment as a new Class and with the consent of Loans and/or each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments hereunder, and to Lenders holding extended revolving commitments in accordance with the Lenders hereby expressly authorize the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(eb) This Section 2.22 4.19 shall supersede any provisions in Section 2.17 4.8 or Section 9.02 11.1 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)
Refinancing Facilities. (a) On The Borrower may, by written notice to the Agent from time to time, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more occasions after additional Classes of term loan commitments (the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of “Refinancing Term Loans Loan Commitments”), pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the Administrative approval of the Agent (which approval shall have consented (such consent not to be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans in each case, to the extent such consent, if any, would be required under Section 9.04(b) forthe definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereLender, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtednessas applicable.
(b) The effectiveness of any Borrower and each Refinancing Amendment Lender shall be subject execute and deliver to the satisfaction on Agent a Refinancing Facility Agreement and such other documentation as the date thereof Agent shall reasonably specify to evidence the Refinancing Commitments of each Refinancing Lender. Such Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of the conditions set forth in Section 4.02 andcredit to be made thereunder, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of applicable: (i) customary legal opinionsthe designation of such Refinancing Commitments and Refinancing Loans as a new “Class” of loans and/or commitments hereunder, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments the stated termination and maturity dates applicable to the Security Documents Refinancing Commitments or Refinancing Loans of such Class; provided that such stated termination and maturity dates shall not be earlier than (x) the Maturity Date then in effect with respect to the applicable Class of Revolving Credit Commitments being so refinanced (in the case of Refinancing Revolving Commitments and Refinancing Revolving Loans) or (y) the Maturity Date then in effect with respect to the applicable Class of Term Loans being so refinanced (in the case of Refinancing Term Loan Commitments and Refinancing Term Loans), (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitment or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with the Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) in the case of any Refinancing Revolving Commitments, the Alternative Currencies, if any, available thereunder. Except as may be reasonably requested contemplated by the Administrative Agent preceding sentence, the terms of the Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the Revolving Credit Commitments and Revolving Loans and other extensions of credit thereunder, and the terms of the Refinancing Term Loan Commitments and Refinancing Term Loans shall be substantially the same as the terms of the Term Loan Commitments and the Term Loans then in order effect or outstanding, as applicable, under this Agreement immediately prior to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit effectiveness of the applicable Loan Documents.
(c) Each issuance Refinancing Facility Agreement. The Agent shall promptly notify each Lender as to the effectiveness of Credit Agreement each Refinancing Indebtedness under Section 2.22(a) 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.
(d) Facility Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Refinancing Facility Agreement, this Agreement and the other Loan Documents may shall be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Refinancing Facility Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under of the Refinancing Amendment as a new “Class” of loans and/or commitments hereunder).
(c) Notwithstanding the foregoing, no Refinancing Commitments shall become effective under this Section 2.26 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Agent shall have received legal opinions, board resolutions and other customary closing certificates consistent with those delivered on the Second Restatement Date, (iii) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments of a Class then in effect shall be terminated, and all the Revolving Loans then outstanding thereunder, together with all interest thereon, and all other amounts accrued for the benefit of Loans and/or Commitments the Revolving Credit Lenders of such Class, shall be repaid or paid (it being understood, however, that, with the written consent of the applicable Issuing Bank, any Letters of Credit issued by such Issuing Bank may continue to be outstanding hereunder), and the Lenders hereby expressly authorize aggregate amount of such Refinancing Revolving Credit Commitments does not exceeded the Administrative Agent aggregate amount of the Revolving Commitments so terminated and (iv) in the case of any Refinancing Term Loan Commitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to enter into the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such Refinancing Amendmentprepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.08 on a pro rata basis).
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Incremental Term Loan Assumption Agreement (TransDigm Group INC), Loan Modification Agreement (TransDigm Group INC)
Refinancing Facilities. (a) On one or more occasions after the Effective Closing Date, the Borrower may may, subject to the consent of Informa Group Holdings Limited in its sole discretion (solely so long as Informa Group Holdings Limited or any of its Affiliates is a Lender) obtain, in each case, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Specified Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this AgreementCredit Agreement (which for purposes of this Section 2.13(a) will be deemed to include any then outstanding Specified Refinancing Term Loans or Incremental Term Loans), in the form of Specified Refinancing Term Loans or Loans, Specified Refinancing Term Loan Commitments, Specified Refinancing Revolving Commitments or Specified Refinancing Revolving Loans pursuant to a Specified Refinancing Amendment; provided that no Lender is obligated hereunder notwithstanding anything to provide the contrary in this Section 2.13 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Specified Refinancing Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Specified Refinancing Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Specified Refinancing Revolving Commitments after the date of obtaining any Specified Refinancing Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) [reserved], (3) the permanent repayment of Revolving Loans with respect to, and termination of, Specified Refinancing Revolving Commitments after the date of obtaining any Specified Refinancing Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Credit Agreement Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Specified Refinancing IndebtednessRevolving Commitments and Specified Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a2.13(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 5,000,000 and (y) an integral multiple of $10,000,000 1,000,000 in excess thereof.
(dc) Each of the parties hereto hereby agrees that this Credit Agreement and the other Loan Documents may be amended pursuant to a Specified Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Credit Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.2 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder2.13, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Specified Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (TechTarget Holdings Inc.), Credit Agreement (TechTarget, Inc.)
Refinancing Facilities. (a) On The Borrowers may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment additional Tranches of Term Loans to such Lender under this Agreement (“Refinancing Term Loans”) or Additional one or more series of debt securities (“Refinancing LenderNotes”), Credit Agreement Refinancing Indebtedness in respect of which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans then outstanding (including any Incremental Term Loans or Extended Term Loans) under this AgreementAgreement selected by Borrower Agent; provided that such Refinancing Term Loans and/or Refinancing Notes may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the form Refinancing Term Loans and/or Refinancing Notes; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to subsection 2.4 or 8.2 (and subsection 8.3 to the extent secured) and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of subsection 2.4 or 8.2 (and subsection 8.3 to the extent secured). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrowers propose that the Refinancing Term Loans shall be made or the Refinancing Notes shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the weighted average life to maturity of such Refinancing Term Loans and/or Refinancing Notes shall not be shorter than the remaining weighted average life to maturity of the Term Loans being refinanced and the Refinancing Term Loans and/or Refinancing Notes shall not have a final maturity before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans and/or Refinancing Notes shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment and redemption terms as may be agreed to by the Parent and the relevant Refinancing Term Loan Lenders (as defined below) and/or Refinancing Note Holders (as defined below); provided that with respect to Refinancing Term Loans or Refinancing Notes that are secured by Liens on the Collateral ranking on an equal priority basis (but without regard to the control of remedies) with the Liens on the Collateral securing the Term Commitments pursuant Loans, no holders of such Refinancing Term Loans or Refinancing Notes shall be permitted to share any mandatory prepayment or redemption on a more than ratable basis with the Term Loans;
(iii) such Refinancing AmendmentTerm Loans and/or Refinancing Notes shall not be guaranteed by any Person other than a Borrower or a Subsidiary Guarantor;
(iv) in the case of any such Refinancing Term Loans and/or Refinancing Notes that are secured such Refinancing Term Loans and/or Refinancing Notes are secured only by assets comprising Collateral, and not secured by any property or assets of a Borrower or any of its Subsidiaries other than the Collateral;
(v) all other terms applicable to such Refinancing Term Loans and/or Refinancing Notes (excluding pricing and optional prepayment or redemptions terms) shall either, at the option of the Borrower Agent, (I) be consistent with market terms and conditions (taken as a whole) at the time of Incurrence or effectiveness (as determined by the Borrower Agent in good faith), (II) be substantially identical to those applicable to the then outstanding Term Loans, or (III) (taken as a whole) be otherwise not materially more favorable to the Refinancing Term Loan Lenders and/or Refinancing Note Holders than those applicable to the then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date at the time of such refinancing, except where the Lenders also receive the benefit of such more favorable terms), in each case as determined by the Borrower Agent in good faith; provided that no Lender is obligated hereunder Refinancing Term Loans and/or Refinancing Notes may rank pari passu or junior in right of payment and/or security with the remaining Term Loans or may be unsecured so long as the holders of any Refinancing Term Loans and/or Refinancing Notes that are subordinated in right of payment and/or security are subject to provide an Additional Intercreditor Agreement (provided that a certificate of a Responsible Officer of Borrower Agent delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Credit Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Borrower Agent has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions (other than the terms and conditions of the Additional Intercreditor Agreement Refinancing Indebtednessreferred to in this clause (v), satisfy such requirement unless the Administrative Agent provides notice to Borrower Agent of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))).
(b) The effectiveness Borrowers may approach any Lender or any other Borrower Agent that would be an Eligible Assignee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”) or Refinancing Notes (a “Refinancing Note Holder”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans and/or Refinancing Notes may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or purchase Refinancing Notes. Any Refinancing Term Loans made on any Refinancing Amendment Effective Date shall be subject to the satisfaction on the date thereof designated a series of each Refinancing Term Loans for all purposes of the conditions set forth in Section 4.02 andthis Agreement; provided that any Refinancing Term Loans may, to the extent reasonably requested by provided in the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions applicable Refinancing Term Loan Amendment and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory subject to the Administrative Agent and restrictions set forth in clause (iia) reaffirmation agreements and/or such amendments above, be designated as an increase in any previously established Tranche of Term Loans made to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsBorrowers.
(c) Each issuance The Administrative Agent and the Lenders hereby consent to the transactions contemplated by subsection 4.26(a) (including, for the avoidance of Credit doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Notes on the terms specified by Borrower Agent) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by subsection 4.26(a). The Refinancing Indebtedness under Section 2.22(a) Term Loans shall be in established pursuant to 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.
(d) Each of the parties hereto hereby agrees that amendment to this Agreement among the Borrowers, the Administrative Agent and the other Refinancing Term Loan Documents may Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”). The Refinancing Notes shall be amended established pursuant to a Refinancing AmendmentNotes Indenture which shall be consistent with the provisions set forth in subsection 4.26(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto without the consent of any other Lenders, Lender and the Lenders hereby irrevocably authorize the Administrative Agent to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the BorrowerBorrower Agent, to effect the provisions of this Section 2.22subsection 4.26, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new Tranches or sub-Tranches in respect of the Refinancing Amendment Term Loans and such technical amendments as a new Class may be necessary or appropriate in connection therewith and to adjust the amortization schedule in subsection 2.2 (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans and/or Commitments hereunderof which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and the Lenders each is hereby expressly authorize the Administrative Agent authorized, to enter into any such Refinancing Amendmentamendments with the Borrowers to effect the foregoing.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Refinancing Facilities. (a) On The Company may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Term Loans Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) will make revolving loans to the Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Company (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be a Person eligible to receive assignments pursuant to Section 12.06(b) and, if not already a Lender, shall otherwise be reasonably acceptable to the Administrative Agent and (B) to the extent as would be required to effect an assignment of Revolving Loans to such person pursuant to Section 12.06(b), each Refinancing Revolving Lender shall have consented be approved by each Issuing Bank (such consent approvals not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction applicable Borrowers, each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing Revolving Commitments, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Parent and the Company set forth in Section 4.02 andthe Basic Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct in all material respects (or if such representation and warranty is qualified as to materiality, in all respects) on and as of such earlier date, (iii) the extent reasonably requested by the Administrative Agent, receipt by Company shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order connection with any such transaction, (iv) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, Revolving Commitments then in effect in an amount equal to ensure that the Refinancing Revolving Commitments shall be terminated, and all the Revolving Loans then outstanding under such Credit Agreement Refinancing Indebtedness is provided Revolving Commitments, together with all interest thereon, and all other amounts accrued for the benefit of the applicable Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments so terminated, and (v) in the case of any Refinancing Term Loan DocumentsCommitments, substantially concurrently with the effectiveness thereof, the Company shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Loans of one or more Classes in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing). The Company shall determine the amount of such prepayments allocated to each Class of outstanding Term Loans, and any such prepayment of Term Loans of any Class shall be applied to reduce the subsequent scheduled repayments of Term Loans of such Class to be made pursuant to Sections 4.01(b), 4.01(c), 4.01(d) and 4.01(e) as directed by the Company.
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Commitments and Refinancing Loans as a new “Class” for all purposes hereof (provided that with the consent of the Administrative Agent, any Refinancing Commitments and Refinancing Loans may be treated as a single “Class” with any then-outstanding existing Commitments or Loans), (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class, provided that (A) such stated termination and maturity dates shall not be earlier than that of the Class of Loans so refinanced and (B) any Refinancing Term Loans shall not have a weighted average life to maturity shorter than the Class of Term Loans so refinanced, (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitments or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of each Type, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding any existing Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial covenant with which the Company shall be required to comply (provided that if any Refinancing Term Loans have a financial covenant at any time prior to the Latest Maturity Date in effect hereunder at the time of incurrence of such Refinancing Term Loans, then any then-outstanding Term Loans (to the extent entitled to the benefits of a financial covenant at the time of incurrence) and the Refinancing Term Loans shall vote together as a single class on all waivers, amendments or events of default related thereto). Except as contemplated by the preceding sentence, the terms of the Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as, or not materially less favorable to the Parent and its Subsidiaries than the terms (taken as a whole) of the then outstanding Revolving Commitments and Revolving Loans, and the terms of the Refinancing Term Loan Commitments and Refinancing Term Loans shall be substantially the same as, or not materially less favorable to the Parent and its Subsidiaries than the terms (taken as a whole) of the then outstanding Term Loans (and any Commitments in respect thereof); provided that to the extent more than one Revolving Facility exists after giving effect to any such Refinancing Revolving Commitments, except as expressly contemplated in the preceding sentence, (1) the borrowing and repayment (except for (i) payments of interest and fees at different rates on any Revolving Facility (and related outstandings), (ii) repayments required upon the Maturity Date of any Revolving Facility and (iii) repayments made in connection with any permanent repayment and termination of any Revolving Commitments) of Revolving Loans thereunder after the effective date of such Refinancing Revolving Commitments shall be made on a pro rata basis with all other Revolving Facilities and (2) all Letters of Credit Agreement made or issued, as applicable, under any Refinancing Indebtedness under Section 2.22(a) Revolving Commitments 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.
(d) Each participated on a pro rata basis by all Revolving Lenders of the parties hereto hereby agrees that this applicable Class. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendmentmay, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Basic Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.13, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Refinancing Facilities. (a) On The Borrowers may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Term Loans Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) will make revolving loans to the Revolving Borrowers (“Refinancing Revolving Loans”) and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Term Borrowers (the “Refinancing Term Loans”); provided that each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Transferee and, if not already a Revolving Lender, shall otherwise be reasonably acceptable to the Administrative Agent.
(b) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrowers, each Refinancing Lender providing such Refinancing Commitment and the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned delayed or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(fconditioned), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
Commitments shall become effective unless (bi) The effectiveness of any Refinancing Amendment no Default shall have occurred and be subject to the satisfaction continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the extent reasonably requested by the Administrative Agent, receipt by Borrowers shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement transaction, (iv) in the case of any Refinancing Indebtedness is provided Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the applicable Loan DocumentsRevolving Lenders, shall be repaid or paid, and the aggregate amount of such Refinancing Revolving Commitments does not exceeded the aggregate amount of the Revolving Commitments so terminated and (v) in the case of any Refinancing Term Commitments, substantially concurrently with the effectiveness thereof, the Term Borrowers shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Borrowings of any Class of Term Loans in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such prepayment of Borrowings of any Class of Term Loans shall be applied to reduce the subsequent scheduled repayments of Borrowings of such Class to be made pursuant to Section 4.06 in the inverse order of maturity).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of Credit Agreement such Refinancing Indebtedness under Section 2.22(aCommitments and Refinancing Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class; provided that (A) such stated termination and maturity dates shall not be earlier than the Initial Revolving Maturity Date (in the case of Refinancing Revolving Commitments and Refinancing Revolving Loans) or the Initial Term Maturity Date (in the case of Refinancing Term Commitments and Refinancing Term Loans), (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitment or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with the Initial Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding Initial Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial covenant with which the Borrowers shall be in an aggregate principal amount required to comply (provided that is (x) not less than $50,000,000 and (y) an integral multiple any such financial covenant for the benefit of $10,000,000 in excess thereof.
(d) Each any Class of Refinancing Lenders shall also be for the benefit of all other Lenders). Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Agreement Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the Initial Revolving Commitments and Initial Revolving Loans, and the other Loan Documents may terms of the Refinancing Term Commitments and Refinancing Term Loans shall be amended pursuant substantially the same as the terms of the Initial Term Loans. The Administrative Agent shall promptly notify each Lender as to a the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.17, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC)
Refinancing Facilities. (a) On The Company may, on one or more occasions after the Effective Closing Date, by written notice to the Borrower may obtainAdministrative Agent, from any Lender or any other bankthe applicable Refinancing Lenders and, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided the extent that the rights, duties or privileges of the Administrative Agent shall have consented Agent, the Issuing Lenders or the Swingline Lender are affected, the Administrative Agent, the Issuing Lenders or the Swingline Lender, respectively (such consent consent, in each case, not to be unreasonably withheld, conditioned withheld or delayed), request the establishment hereunder of one or more additional Classes of (i) to such Lender’s or Additional Refinancing Lender’s making such term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the extent Company (the “Refinancing Term Loans”) and (ii) revolving commitments (the “Refinancing Revolving Commitments;” together with Refinancing Term Loan Commitments, the “Refinancing Commitments”) pursuant to which each Person providing such consent, if any, would a commitment (a “Refinancing Revolving Lender”) will provide revolving commitments to the Borrowers; provided that each Refinancing Lender shall be required under Section 9.04(b) for, an Eligible Assignee and shall otherwise be reasonably acceptable to the Administrative Agent to the extent that the Administrative Agent’s consent would be required in connection with an assignment to such Additional Refinancing Lender is of a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereor a Revolving Commitment, an assignment of Term Loans to such Lender or Additional Refinancing Lender)as applicable, Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing IndebtednessSection 9.04.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Borrowers, each Refinancing Lender providing the applicable Refinancing Commitments and the Administrative Agent; provided that no Refinancing Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality or Material Adverse Effect, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, consent and approvals and other documents as shall reasonably be requested by the applicable Refinancing Lender in connection with any such transaction, (iv) with respect to Refinancing Term Loan Commitments, substantially concurrently with the effectiveness thereof, the Company shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of one or more Classes in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments; provided that the principal amount of such Refinancing Term Loans shall not exceed the amount of the Term Borrowings so refinanced (plus the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings, fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith) and (v) with respect to Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, the Borrowers shall terminate an equivalent amount of Revolving Commitments and shall, to the extent reasonably requested by the Administrative Agentnecessary, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes repay or prepay then outstanding Revolving Borrowings in an aggregate principal amount such that after giving effect to such legal opinion resulting from a change prepayment, the Revolving Lenders and the Refinancing Revolving Lenders hold outstanding Loans ratably in law, change in fact or change to counsel’s form accordance with the outstanding Revolving Commitments and the outstanding Refinancing Revolving Commitments; provided further that (x) at no time shall there be more than three Classes of opinion reasonably satisfactory to revolving Commitments hereunder unless otherwise agreed by the Administrative Agent and (y) in the case of any Refinancing Commitments to be provided in connection with an LCA Action, at the sole option of the Company, the conditions in clauses (i) and/or (ii) reaffirmation agreements and/or such amendments to the Security Documents as above may be reasonably requested tested at the time that the definitive agreement with respect to such LCA Action is entered into (except, in the case of (i), no Event of Default under clause (a), (b), (h) or (i) of Article VII shall have occurred and is continuing on the effective date of such Refinancing Commitments) and the consents, approvals and other documents referred to in clause (iii) may be provided after the Refinancing Commitments have become effective, in each case so long as agreed to by the lenders providing such Refinancing Commitments (but without the consent of any existing Lenders or the Administrative Agent Agent). With respect to any prepayment of Term Loans in order accordance with clause (iv) above, the Company shall determine the amount of such prepayments allocated to ensure that each Class of outstanding Term Loans, and any such Credit Agreement Refinancing Indebtedness is provided with prepayment of Term Borrowings of any Class shall be applied to reduce the benefit subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.11(a) as directed by the applicable Loan DocumentsCompany.
(c) Each The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Commitments and Refinancing Loans as a new “Class” for all purposes hereof (provided that with the consent of the Administrative Agent, any Refinancing Commitments and Refinancing Loans may be treated as a single “Class” with any then-outstanding existing Commitments or Loans), (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class, provided that (A) such stated termination and maturity dates shall not be earlier than the Maturity Date applicable to the Class of Loans or Revolving Commitments, as applicable, so refinanced and (B) any Refinancing Term Loans shall not have a weighted average life to maturity shorter than the Class of Term Loans so refinanced, (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitments or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount or upfront fees applicable thereto and in the case of any Refinancing Revolving Commitments, any upfront fees applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial maintenance covenant with which the Company shall be required to comply (provided that if any Refinancing Term Loans or Refinancing Revolving Commitments, as applicable, have a financial maintenance covenant at any time prior to the Maturity Date of the Loans or Commitments being refinanced, such financial maintenance covenant shall not be more restrictive with respect to the Company and its Subsidiaries than (or in addition to) the financial maintenance covenant set forth in Section 6.13 (unless such financial maintenance covenant is also added to this Agreement for the benefit of all Lenders)). Except as contemplated by the preceding sentence, the terms of the Refinancing Term Loan Commitments and Refinancing Term Loans or the Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, shall be substantially the same as the terms of the existing Term Commitments and the existing Term Loans or the existing Revolving Commitments and the existing Revolving Loans, as applicable, and in any event no more restrictive, taken as a whole, with respect to the Company or any Subsidiary than those set forth in the Loan Documents with respect to the existing Term Commitments and the existing Term Loans or the existing Revolving Commitments and the existing Revolving Loans, as applicable (other than covenants or other provisions applicable only to periods after the Maturity Date of the Loans and Commitments being refinanced by such Refinancing Commitments and Refinancing Loans). With the consent of the Issuing Lenders or the Swingline Lender, as applicable, any Refinancing Facility Agreement may provide for the issuance of Letters of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each for the account of the parties hereto hereby agrees that this Agreement and Company or its Subsidiaries, or the other Loan Documents may be amended provision to the Company of Swingline Loans, pursuant to a any Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of loans and/or commitments hereunder; provided that as between the Revolving Commitments and Refinancing Revolving Commitments, all Borrowings, all prepayments of Loans and/or and all reductions of Commitments hereundershall continue to be made on a ratable basis among the Lenders with Revolving Commitments and Refinancing Revolving Commitments, based on the relative amounts of their Commitments; provided further that the allocation of the participation exposure with respect to Swingline Loans and Letters of Credit as between the Refinancing Revolving Commitments and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof (if any) until the Maturity Date in respect of the earlier maturing Commitments (it being understood that no reallocation of such exposure to later maturing Commitments shall occur on such Maturity Date if such reallocation would cause the Revolving Extensions of Credit of any Lender to exceed its applicable Commitment). The Administrative Agent and the Lenders hereby expressly authorize acknowledge that the Administrative Agent minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement are not intended to enter into apply to the transactions effected pursuant to this Section 2.23.
(d) Notwithstanding the foregoing, it is hereby understood and agreed that, on and after the Collateral Release Event, the Company shall not obtain any secured Refinancing Term Loans or secured Refinancing Commitments unless the Obligations are equally and ratably secured and such secured Refinancing AmendmentTerm Loans or secured Refinancing Commitments, as applicable, are subject to an Intercreditor Agreement.
(e) This Section 2.22 2.23 shall supersede any provisions in Section 2.17 2.19 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Refinancing Facilities. (a) On one or more occasions after After the Effective Funding Date, the Borrower may obtain, obtain from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion (but with the consent of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned withheld or delayed)) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of Term the applicable Loans or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.18 will be deemed to include any then outstanding Refinancing Facilities), one or more new senior secured first lien term facilities (each, a “Refinancing Term Facility” and the term loans made pursuant to a Refinancing Term Facility, “Refinancing Term Loans”) or, in the form case of a refinancing and/or replacement of the Revolving Commitments or Revolving Loans, new revolving credit facilities (each, a “Refinancing Revolving Facility” and, together with any Refinancing Term Facility, a “Refinancing Facility” or the “Refinancing Facilities”, and the revolving loans made pursuant to a Refinancing Revolving Facility, “Refinancing Revolving Loans”); provided that:
(a) the Refinancing Term Loans or Refinancing Revolving Loans, as applicable, will be pari passu in right of payment and be secured by the Collateral on a pari passu basis with the remaining portion of the Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.Loans, Revolving Loans and Revolving Commitments;
(b) The effectiveness with respect to any Refinancing Term Facility, such Refinancing Term Facility shall not (i) have a maturity date that is earlier than ninety-one (91) days after the maturity date of the Term Loans being refinanced by such Refinancing Term Facility or (ii) have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced by such Refinancing Term Facility, and in no event shall the Refinancing Term Facility be permitted to be voluntarily or mandatorily prepaid prior to repayment of all existing Term Loans that survive the initial funding of such Refinancing Term Facility, unless accompanied by ratable prepayment of all Term Loans;
(c) with respect to any Refinancing Revolving Facility, (i) such Refinancing Revolving Facility shall not have a maturity date that is earlier than the maturity date of the Revolving Loans or Revolving Commitments being refinanced by such Refinancing Revolving Facility, (ii) such Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the maturity date of any existing Revolving Commitments that survive the initial funding of the Refinancing Amendment shall Revolving Facility and (iii) any Refinancing Revolving Facility will be subject to the satisfaction on same pro rata (or in the date thereof case of each prepayment, pro rata or less than pro rata, but not greater than pro rata) borrowing, Letter of Credit participations, Swing Line Loan participations and prepayment and Commitment reduction provisions as the existing Revolving Commitments that survive the initial funding of the conditions set forth in Section 4.02 and, Refinancing Revolving Facility (except to the extent reasonably requested applicable only to periods after the latest final maturity date of the relevant Loans or Commitments existing at the time of such refinancing or replacement);
(d) such Refinancing Facility shall have pricing (including interest, fees and premiums), optional prepayment and redemption terms as may be agreed to by the Administrative AgentBorrower and the Lenders party thereto, receipt except as provided herein;
(e) such Refinancing Facility shall not be secured by any assets other than the Administrative Agent Collateral;
(f) if any such Refinancing Facility is guaranteed, it shall not be guaranteed by any Person other than the Guarantors;
(g) if any such Refinancing Facility will provide for the issuance or extension of Letters of Credit or the making of Swing Line Loans, then the Issuing Bank and the Swing Line Lender, respectively, shall have consented to such Refinancing Facility;
(h) the other terms (excluding those referenced in clauses (a) through (g) above and excluding pricing, fee and prepayment or redemption provisions) of such Refinancing Facility shall be substantially identical to, or (taken as a whole) no more favorable to the Lenders providing such Refinancing Facility than those applicable to the Loans or Commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant Loans or Commitments existing at the time of such refinancing or replacement); and
(i) the aggregate principal amount of any Refinancing Facility shall not exceed the aggregate principal amount of the Loans and Commitments being refinanced or replaced therewith, plus reasonable and customary legal opinionsinterest, board resolutions premiums, fees and officers’ certificates consistent expenses. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with those delivered on any Refinancing Facility permitted by the Effective Date other than changes terms of this Agreement, pursuant to such legal opinion resulting from a change in lawcashless settlement mechanism approved by the Borrower, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsLender.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (AdaptHealth Corp.), Credit Agreement (AdaptHealth Corp.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or any Incremental Revolving Loan Commitments then outstanding under this Agreement, ) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Loans in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto and (iii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Loans and Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class
(b) on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement (Ping Identity Holding Corp.), Credit Agreement (Roaring Fork Holding, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Classes of term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such “Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(fLoans”), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no each Refinancing Term Lender is obligated hereunder shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to provide such Credit Agreement Refinancing Indebtednessthe Administrative Agent.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by Holdings, the satisfaction Borrower, each Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such earlier date, (iii) Holdings and the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement Refinancing Indebtedness is provided transaction and (iv) substantially concurrently with the benefit effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of one or more Classes (on a pro rata basis within each such Class) in an aggregate principal amount equal to the applicable aggregate amount of such Refinancing Term Loan DocumentsCommitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any fees, premium and expenses relating to such refinancing).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aTerm Loan Commitments and Refinancing Term Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class; provided that such stated termination and maturity dates shall not be earlier than the Maturity Date applicable to the Class of Term Loans so refinanced, (iii) any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (v) the fees applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, (vi) any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loan Commitments or Refinancing Term Loans of such Class and (ix) any financial covenant with which Holdings and the Borrower shall be in an aggregate principal amount required to comply, provided that is (x) not less than $50,000,000 and (y) an integral multiple any such financial covenant shall be for the benefit of $10,000,000 in excess thereof.
(d) Each all Lenders. Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Agreement Refinancing Term Loan Commitments and Refinancing Term Loans shall be substantially the same as the terms of the existing Term Commitments and the other Loan Documents may be amended pursuant existing Term Loans. The Administrative Agent shall promptly notify each Lender as to a the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans term loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Refinancing Facility Agreement (SVMK Inc.), Refinancing Facility Agreement (SVMK Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Loans under any Incremental Term Loan Commitments) and any then outstanding Refinancing Term Loans or (B) all or any portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
Indebtedness (bi) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof, and (v) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than the Refinanced Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 2.22(a) 4.19 shall be in an aggregate principal amount that is (x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $10,000,000 50,000,000 in excess thereof.
(d) thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans, pursuant to any Refinancing Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments and in each case with the consent of the applicable Issuing Lenders and Swingline Lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Revolving Commitments and/or Refinancing Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22Section. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established under the relevant Refinancing Amendment as a new Class and with the consent of Loans and/or each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments hereunder, and to Lenders holding extended revolving commitments in accordance with the Lenders hereby expressly authorize the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Drainage Systems, Inc.), Credit Agreement (Advanced Drainage Systems, Inc.)
Refinancing Facilities. (a) On The Borrower may from time to time, request (x) one or more occasions after new term loan facilities to the Effective Date, credit facilities under this Credit Agreement (the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of “Specified Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing LenderLoans”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any Term Loans then outstanding under this Agreement, in Credit Agreement and/or (y) one or more new revolving facilities to the form credit facilities under this Credit Agreement to refinance all or a portion of any class of Revolving Loans (the “Specified Refinancing Revolving Loans”) or Revolving Commitments (the “Specified Refinancing Revolving Commitments” and together with any Specified Refinancing Term Loans or Refinancing Term Commitments Revolving Commitments, the “Specified Refinancing Facilities”), in each case pursuant to a Refinancing Amendmentprocedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided that such Specified Refinancing Facilities: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors or contingent obligors that were not obligors or contingent obligors in respect of the Obligations; (iii) will be (A) unsecured or (B) secured by the Collateral on a pari passu or junior basis with the Obligations pursuant to an Acceptable Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent and the Borrower; (iv) will have a maturity date that is not prior to the Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Revolving Loans and/or Term Loans being refinanced, as applicable; (v) any Specified Refinancing Term Loan or Specified Refinancing Revolving Loan shall share ratably in any prepayments of the Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Loans other than the Specified Refinancing Term Loans); (vi) subject to clause (v) above, shall have terms and conditions that are the same as the Loan(s) being refinanced or, if not consistent with the terms of the Loan(s) being refinanced, shall be reasonably satisfactory to the Administrative Agent; (vii) no Lender is obligated hereunder Event of Default shall have occurred and be continuing at the time such Specified Refinancing Facilities are incurred; and (viii) the Net Cash Proceeds of such Specified Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Sections 2.05 and 2.07, as applicable; provided, however, that such Specified Refinancing Facilities; (A) shall not have a principal or commitment amount greater than the Loans being refinanced (excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses) and (B) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the lenders thereof and applicable only during periods after the Maturity Date of any of the Loans that remain outstanding after giving effect to such Credit Agreement Specified Refinancing IndebtednessFacilities or the date on which all non-refinanced Obligations (other than contingent non-refinanced Obligations with respect to which no claim has been made) are paid in full.
(b) The Borrower shall make any request for Specified Refinancing Facilities pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Facilities may be provided by existing Lenders (it being understood that existing Lenders are not required to provide such proposed Specified Refinancing Facilities) or Eligible Assignees in such respective amounts as the Borrower may elect.
(c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with Section 11.01) on the date thereof of each of the conditions set forth in clause (a) above and Section 4.02 5.02, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates consistent and/or reaffirmation agreements, including any supplements or amendments to the Credit Documents providing for such Specified Refinancing Facilities to be secured thereby, generally consistent, where applicable, with those delivered on the First Amendment Effective Date (other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). The Lenders hereby authorize the Administrative Agent and (ii) reaffirmation agreements and/or such to enter into amendments to this Credit Agreement and the Security other Credit Documents with the Borrower as may be reasonably requested by necessary or desirable in order to establish any Specified Refinancing Facilities and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to ensure that such Credit Agreement Refinancing Indebtedness is provided connection with the benefit establishment of such Specified Refinancing Facilities, in each case on terms consistent with and/or to effect the applicable Loan Documentsprovisions of this Section 2.17, it being understood and agreed that no Lender shall be required to consent to such amendment.
(cd) Each issuance class of Credit Agreement Specified Refinancing Indebtedness Facilities incurred under this Section 2.22(a) 2.17 shall be in an aggregate principal amount that is (xi) not less than $50,000,000 and (y) an integral multiple of 25,000,000, or $10,000,000 5,000,000 increments in excess thereofthereof or (ii) the amount required to refinance all of the applicable class of Loans and/or Commitments.
(de) Each The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Notwithstanding anything to the contrary in Section 11.01, each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Specified Refinancing Indebtedness Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Facilities as separate facilities hereunder and (ii) treated in a manner consistent with the credit facilities under this Credit Agreement being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent, the Lenders providing such Specified Refinancing Facilities and, in the case of any Specified Refinancing Revolving Loans or Specified Refinancing Revolving Commitments, the L/C Issuers, effect such other amendments to this Credit Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, Borrower to effect the provisions of or be consistent with this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment2.17.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Refinancing Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund one or more Tranches of Term Loans (including any Incremental Term Loans or Extended Term Loans) under this Agreement; provided, that such Refinancing Term Loans and/or Refinancing Notes may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans and/or Refinancing Notes; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 10.04 (and Section 10.01 to the extent secured) and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 10.04 (and Section 10.01 to the extent secured). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made or the Refinancing Notes shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loans and/or Refinancing Notes shall not be shorter than 91 days after the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans and/or Refinancing Notes shall not have a final maturity before the date that is 91 days after the Maturity Date applicable to the Term Loans being refinanced;
(ii) any such Refinancing Notes shall not be subject to any amortization prior to final maturity and shall not be subject to any mandatory redemption or prepayment provisions (except customary asset sale or change of control provisions);
(iii) such Refinancing Term Loans and/or Refinancing Notes shall not be guaranteed by any Person other than the Borrower or a Guarantor (unless such Person becomes a Guarantor); it being understood that nothing herein shall limit any Guarantor from being a borrower of Refinancing Term Loans or an issuer of Refinancing Notes;
(iv) in the case of any such Refinancing Term Loans and/or Refinancing Notes that are secured such Refinancing Term Loans and/or Refinancing Notes are secured by only assets comprising Collateral (as defined in the Security Documents), and not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral (as defined in the Security Documents); and
(v) all other terms applicable to such Refinancing Term Loans and/or Refinancing Notes (excluding pricing and optional prepayment or redemption terms) shall (I) be substantially identical to, or (II) (taken as a whole) be otherwise not materially more favorable to the Refinancing Term Loan Lenders and/or Refinancing Note Holders than those applicable to the then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the Maturity Date of the Term Loans being refinanced; provided that Refinancing Term Loans and/or Refinancing Notes may rank pari passu or junior in right of payment and/or security with the remaining Term Loans or may be unsecured so long as the holders of any Refinancing Term Loans and/or Refinancing Notes that are subordinated in right of payment and/or security are subject to an intercreditor agreement the material terms of which are reasonably acceptable to the Administrative Agent (provided that a certificate of a Responsible 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 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 the foregoing clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)).
(b) The Borrower may approach any Lender or any other Person to provide all or a portion of the (x) Refinancing Term Loans (a “Refinancing Term Loan Lender”), so long as such Person would be an Eligible Transferee of Term Loans, or (y) Refinancing Notes (a “Refinancing Note Holder”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans and/or Refinancing Notes may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or purchase Refinancing Notes. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Refinancing Term Loan Series of Refinancing Term Loans made to the Borrower.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Notes on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in Section 2.18(a). The Refinancing Notes shall be established pursuant to a Refinancing Notes Indenture which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.18, including in order to establish new Tranches or sub-Tranches in respect of the Refinancing Term Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a)(i) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.
(d) On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor Eligible Transferee that agrees to provide any portion of Refinancing Term Loans pursuant to becomes a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of which refinances all or any portion of Term the Revolving Loans (or unused Revolving Loan Commitments) then outstanding under this Agreement, Agreement in the form of Refinancing Term Loans Revolving Commitments or Refinancing Term Commitments Revolving Loans pursuant to an amendment to this Agreement among the Borrower and the Refinancing Lenders providing such Refinancing Revolving Commitments or Refinancing Revolving Loans (a “Refinancing Revolving Amendment”); provided that no Lender is obligated hereunder notwithstanding anything to provide such Credit Agreement the contrary in this Section 2.18 or otherwise, (1) the borrowing and repayment of Refinancing Indebtedness.
Revolving Loans (bexcept for (A) The effectiveness payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments of Revolving Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Amendment Revolving Commitments) shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the satisfaction on the date thereof provisions of each of the conditions set forth in Section 4.02 and, 2.12 to the extent reasonably requested dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Loan Commitments and (3) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions same assignment and officers’ certificates consistent with those delivered on the Effective Date other than changes participation provisions applicable to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Revolving Loan Commitments and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Revolving Loans. Each of the parties hereto hereby agrees that this Agreement and the other Loan Credit Documents may be amended pursuant to a Refinancing Revolving Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Revolving Commitments and/or Refinancing Revolving Loans incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions of Section 13.12 and (iii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder2.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Revolving Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (OCI Partners LP)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Classes of term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such each Refinancing Term Loan were, Lender shall be an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing IndebtednessEligible Assignee.
(b) The effectiveness of any Refinancing Amendment Term Loan Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by Parent, the satisfaction Borrower, each Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) on the date thereof of effectiveness thereof, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Credit Party set forth in Section 4.02 andthe Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) Parent and the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided connection therewith, (iv) substantially concurrently with the benefit effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay (subject to Section 2.10(b)) the then outstanding Borrowings of any Class in an aggregate principal amount equal to the applicable aggregate amount of such Refinancing Term Loan DocumentsCommitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Borrowings and any reasonable fees, premium and expenses relating to such refinancing) and (v) any such prepayment of Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Borrowings of such Class to be made pursuant to Section 2.9(a) on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the case of a prepayment of Eurodollar Borrowings, shall be subject to Section 2.15(c).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loans, to the extent applicable, the following terms thereof: (i) the designation of Credit Agreement such Refinancing Indebtedness under Section 2.22(aTerm Loans as a new “Class” for all purposes hereof, (ii) the stated maturity dates applicable to the Refinancing Term Loans of such Class, provided that such stated maturity dates shall not be earlier than the latest Maturity Date applicable to the Class repaid or prepaid with the proceeds thereof, (iii) any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, provided that the weighted average life to maturity of any Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Terms Loans repaid or prepaid with the proceeds thereof, (iv) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (v) any closing fees or original issue discount applicable thereto, (vi) the initial Interest Period or Interest Periods applicable to the Refinancing Term Loans of such Class and (vii) any voluntary or mandatory prepayment requirements applicable to the Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in an aggregate principal amount that is any mandatory prepayment on a pro rata basis with any other Term Loans (x) not or on a basis less than $50,000,000 pro rata), but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding any Tranche B Term Loans) and any restrictions on the voluntary or mandatory prepayments of Refinancing Term Loans of such Class (y) an integral multiple of $10,000,000 in excess thereof.
(d) Each including any prepayment premiums). Except as contemplated by the preceding sentence and except for technical matters and similar immaterial terms, the terms of the parties hereto hereby agrees that this Refinancing Term Loans shall be substantially the same as the terms of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendmentmay, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.222.21, including any amendments necessary to treat the applicable Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after the Effective Closing Date, by written notice to the Borrower may obtainAdministrative Agent, from any Lender request the establishment hereunder of one or any other bank, financial institution more additional Classes of term loan or other institutional lender or investor that agrees to provide any portion of revolver commitments (the “Refinancing Term Loans Commitments”) pursuant to which each Person providing such a Refinancing Amendment in accordance with this Section 2.22 commitment (each, an a “Additional Refinancing Lender”) will make term loans and/or revolving loans to the Borrower (provided the “Refinancing Loans”). Each such notice shall specify (i) the date on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, Commitments shall be satisfied as if such Refinancing Term Loan wereeffective, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment which shall be subject a date not less than ten (10) Business Days (or such shorter period as may be agreed to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by ) after the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those date on which such notice is delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or the amount of the Refinancing Commitments being requested (it being agreed that (x) any Lender approached to provide any Refinancing Commitment may elect or decline, in its sole discretion, to provide such amendments Refinancing Commitment (and any such Lender that fails to respond to such approach shall be deemed to have declined to provide such Refinancing Commitment, as the case may be) and (y) any Person that the Borrower proposes to become a Refinancing Lender, if such Person is not then a Lender, an Affiliate of a Lender or an Approved Fund must be an Eligible Assignee and must be reasonably acceptable to the Security Administrative Agent).
(b) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Parent, the Borrower, each Refinancing Lender providing such Refinancing Commitments and the Administrative Agent; provided that no Refinancing Commitments shall become effective unless (i) both before and after giving effect thereto, the representations and warranties set forth in Article III and in the other Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified or modified as may to materiality in the text thereof, in all respects and (B) otherwise, in all material respects, in each case, on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (ii) the Borrower shall have delivered or caused to have been delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in order connection therewith; (iii) (A) with respect to ensure any Refinancing Commitment that refinances any Term Loans, the aggregate principal amount of such Credit Agreement Refinancing Commitments shall not exceed the aggregate amount of Indebtedness is provided being refinanced therewith, plus the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing substantially concurrently with the benefit effectiveness of such Refinancing Commitments and (B) with respect to any Refinancing Commitment that refinances any Revolving Loans and/or Revolving Commitments, the applicable Loan Documents.
aggregate amount of Revolving Loans and unfunded Revolving Commitments being refinanced therewith plus the aggregate amount of accrued and unpaid interest with respect to such outstanding Revolving Loans and any reasonable fees, premium and expenses relating to such refinancing substantially concurrently with the effectiveness of such Refinancing Commitments; (civ) Each issuance the Borrower shall obtain Refinancing Loans thereunder and shall repay or prepay then outstanding Term Loans of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be any Class in an aggregate principal amount that is equal to the aggregate amount of such Refinancing Commitments (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 or, with respect to any Refinancing Commitments in excess thereof.
(d) Each respect of the parties hereto hereby agrees that this Agreement and the other Loan Documents may Revolving Loans, such prepayment shall only be amended pursuant to a Refinancing Amendment, without the consent of any other Lendersrequired, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto outstanding principal amount of Revolving Loans being refinanced), and (ii) effect any such other amendments prepayment of Term Loans of any Class shall be applied to this Agreement and reduce the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class subsequent scheduled repayments of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent of such Class to enter into any such Refinancing Amendment.
be made pursuant to Section 2.09(a) (e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (TransMontaigne Partners LLC), Credit Agreement (TransMontaigne Partners LLC)
Refinancing Facilities. (a) The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose (x) interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i) and (y) amounts not in excess of the Inside Maturity Date Basket) before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans shall have pricing (including interest rates, discounts, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrower and the relevant Refinancing Term Loan Lenders (as defined below);
(iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrower or a Subsidiary Guarantor;
(iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Holdings or any of the Restricted Subsidiaries other than the Collateral; and
(v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms (x) apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred, (y) are incorporated into this Agreement (or any other applicable Credit Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements or (z) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith) (provided that a certificate of a Responsible 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 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 (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects)).
(b) The Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender, and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.
(d) On one or more occasions after the Amendment and Restatement Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor Eligible Transferee that agrees to provide any portion of becomes a Lender (a “Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of which refinances all or any portion of Term the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement, Agreement in the form of Refinancing Term Loans Revolving Commitments or Refinancing Term Commitments Revolving Loans pursuant to an amendment to this Agreement among Holdings, the Borrower and the Refinancing Revolving Lenders (a “Refinancing Revolving Amendment”); provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject notwithstanding anything to the satisfaction on the date thereof of each of the conditions set forth contrary in this Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of 2.18 or otherwise:
(i) customary legal opinionsthe borrowing and repayment of Refinancing Revolving Loans (except for (A) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), board resolutions (B) repayments required upon the maturity date of the Refinancing Revolving Commitments and officers’ certificates consistent (C) repayment made in connection with those delivered a permanent repayment and termination of commitments of Revolving Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments) shall be made on a pro rata basis with all other Revolving Commitments,
(ii) such Refinancing Revolving Loans shall have pricing (including interest rates, discounts, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Revolving Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the Effective Date then outstanding Revolving Loans) and redemption terms as may be agreed to by the Borrower and the relevant Refinancing Revolving Loan Lenders,
(iii) such Refinancing Revolving Loans shall not be guaranteed by any Person other than changes the Borrower or a Guarantor,
(iv) in the case of any such Refinancing Revolving Loans that are secured, such Refinancing Revolving Loans are secured only by assets comprising Collateral, and not secured by any property or assets other than the Collateral,
(v) all other terms applicable to such legal opinion resulting from Refinancing Revolving Loans (except as set forth above), taken as a change in lawwhole, change in fact shall not be materially more favorable to the Refinancing Revolving Lenders, than the related provisions applicable to the existing Revolving Loans or change to counsel’s form of opinion otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments Agent, except to the Security Documents extent such covenants and other terms (x) apply solely to any period after the Latest Maturity Date as may be reasonably requested by of the Administrative Agent in order to ensure that date such Indebtedness was incurred, (y) are incorporated into this Agreement (or any other applicable Credit Agreement Refinancing Indebtedness is provided with Document) for the benefit of all existing Lenders (to the extent applicable Loan Documents.to such Lender) without further amendment requirements or (z) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith),
(cvi) Each issuance subject to the provisions of Section 2.17 to the extent dealing with Letters of Credit Agreement Refinancing Indebtedness under Section 2.22(a) which mature or expire after a Maturity Date when there exist Extended Revolving Commitments or Additional/Replacement Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple accordance with their percentage of $10,000,000 in excess thereof.the Revolving Commitments, and
(dvii) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. Each of the parties hereto hereby agrees that this Agreement and the other Loan Credit Documents may be amended pursuant to a Refinancing Revolving Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Revolving Commitments and/or Refinancing Revolving Loans incurred pursuant thereto thereto, (ii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions of Section 13.12 and (iiiii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder2.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Revolving Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing additional Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Credit Loans then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or Incremental Revolving Credit Commitments) and any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Loan Commitments or any then outstanding Refinancing Revolving Credit Loans in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable intercreditor agreement or other customary subordination agreement; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) shall be unsecured or, to the extent secured, shall rank pari passu or junior in right of payment and/or of security with the other Loans and Commitments hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
”, have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders thereof and (biii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and Revolving Credit Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans or Refinancing Revolving Credit Loans) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) Section. This Section 2.22 2.18 shall supersede any provisions in of Section 2.17 12.11, Section 13.01 or Section 9.02 13.09(b) to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Refinancing Facilities. Upon at least ten Business Days’ prior notice to the Administrative Agent (awhich shall promptly notify the Lenders) On one or more occasions and subject to the terms and conditions of this Section 2.23, at any time after the Effective Date, the Borrower may obtain, from any Lender solicit the existing Lenders or any other bank, financial institution or other institutional lender or investor that agrees prospective lenders determined by the Borrower to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 one or more new unsecured term facilities (each, an a “Additional Refinancing LenderTerm Facility”) or new unsecured revolving credit facilities (each a “Refinancing Revolving Facility” and, together with any Refinancing Term Facility, collectively, the “Refinancing Facilities”), or with one or more additional series of senior unsecured notes or loans (and such notes or loans, “Refinancing Notes”), in each case to refinance one or more Classes of Loans and/or Commitments hereunder, all on terms agreed by the Borrower and the lender(s) or purchaser(s) providing the applicable Refinancing Facility or Refinancing Notes; provided that that:
(i) no Event of Default exists or would exist after giving effect to the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned incurrence or delayed) to such Lender’s or Additional Refinancing Lender’s making issuance of such Refinancing Facility or Refinancing Notes;
(ii) [reserved];
(iii) any Refinancing Term Loans Facility or Refinancing Notes will not mature prior to the extent stated maturity date of, or have a shorter weighted average life than, Loans under the Classes being refinanced (without giving effect to prepayments) (or if later, one year after the final stated expiration date applicable to the then existing Revolving Credit Commitments), or, with respect to any Refinancing Notes, have mandatory prepayment provisions (other than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such consentRefinancing Notes prior to, the Loans under the Classes being refinanced,
(iv) any Refinancing Revolving Facility does not expire prior to the expiration date of the revolving Commitments being refinanced,
(v) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount of the Classes being refinanced or replaced, plus any fees, premiums, original issue discount and accrued interest associated therewith and costs and expenses related thereto, and such Classes being refinanced or replaced will be permanently reduced concurrently with the issuance thereof,
(vi) any Refinancing Facility or Refinancing Notes shall not be guaranteed by any Person other than the Guarantors under the Classes being refinanced or replaced, and
(vii) the covenants and events of default of such Refinancing Facility or Refinancing Notes, if any, would be required under Section 9.04(b) for, and to not consistent with the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, terms of the requirements of Section 9.04(g) and 9.04(f), respectivelyRevolving Credit Facility, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent (it being understood that covenants and (ii) reaffirmation agreements and/or such amendments events of default not materially more restrictive to the Security Documents Borrower, when taken as may be reasonably requested by a whole, than the Administrative Agent in order to ensure that such terms of the initial Revolving Loans, and any more-restrictive covenants and events of default if (1) Lenders under the Revolving Credit Agreement Refinancing Indebtedness is provided with Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each expiration date of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing AmendmentRevolving Credit Facility, without the consent of any other Lenders, are in each case reasonably satisfactory to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.Agent);
Appears in 2 contracts
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)
Refinancing Facilities. (a) On one or more occasions after Upon written notice to the Effective DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may obtain, from time to time elect to refinance any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion Class of Refinancing Term Loans pursuant to a Refinancing Amendment or Revolving Credit Commitments, in accordance whole or in part, with this Section 2.22 one or more new term loan facilities (each, an a “Additional Refinancing LenderTerm Facility”) or new revolving credit facilities (provided that each, a “Refinancing Revolving Credit Facility”; the Refinancing Term Facilities and the Refinancing Revolving Credit Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making and the institutions providing such Refinancing Term Facility or Refinancing Revolving Credit Facility or, in the case of any series of Term Loans, with one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on a pari passu basis or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations and will be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent (any such notes or loans, “Refinancing Equivalent Debt”); provided that (i) except with respect to customary bridge loans, any Refinancing Term Facility or Refinancing Equivalent Debt does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans or Incremental Term Loans being refinanced, (ii) any Refinancing Revolving Credit Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, (iii) the other terms and conditions of such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt (excluding pricing and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt, as applicable, than those applicable to the Term Loans, Incremental Term Loans or the Revolving Credit Commitments being refinanced, (iv) there shall be no borrower, issuer and/or guarantor under any Refinancing Equivalent Debt other than the Borrower and/or the Subsidiary Guarantors, as applicable, (v) the proceeds of any Refinancing Facility or Refinancing Equivalent Debt shall be applied, substantially simultaneously with the incurrence thereof, to the prepayment of outstanding Loans (and, in the case of any Refinancing Facility or Refinancing Equivalent Debt the proceeds of which are used to refinance the Revolving Credit Commitments, to the pro rata commitment reduction) under the facility being refinanced, and (vi) to the extent secured, any such consentRefinancing Facility or Refinancing Equivalent Debt shall not be secured by any lien on any asset that does not also secure the Facilities. Each such notice shall specify the date on which the Borrower proposes that the Refinancing Facility shall be made or the Refinancing Equivalent Debt shall be issued, if any, would which shall be required under Section 9.04(ba date not less than three (3) for, and Business Days after the date on which such notice is delivered to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing IndebtednessAdministrative Agent.
(b) The effectiveness Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of the (x) Refinancing Facilities (a “Refinancing Facility Lender”), so long as such Person would be an eligible assignee of Term Loans or Revolving Credit Loans pursuant to the terms of Section 10.04, as applicable, or (y) Refinancing Equivalent Debt; provided that any Lender offered or approached to provide all or a portion of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth Facility and/or Refinancing Equivalent Debt may elect or decline, in Section 4.02 andits sole discretion, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from provide a change in law, change in fact Refinancing Facility or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement purchase Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsEquivalent Debt.
(c) Each issuance The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of Credit doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Facilities and Refinancing Equivalent Debt on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section. The Refinancing Indebtedness under Section 2.22(a) Facilities shall be in established pursuant to 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.
(d) Each of the parties hereto hereby agrees that amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Facility Lenders providing such Refinancing Facilities (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section. The Refinancing Equivalent Debt shall be established pursuant to an indenture, credit agreement or other definitive documentation which shall be consistent with the provisions set forth in this Section. Notwithstanding anything to the contrary contained in Section 10.02, each Refinancing Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other Loan Documents may be amended pursuant to a Refinancing Amendment, parties hereto without the consent of any other Lenders, Lender and the Lenders hereby irrevocably authorize the Administrative Agent to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22Section, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new tranches or sub-tranches in respect of the Refinancing Amendment Facilities and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.03 (insofar as such schedule relates to payments due to Lenders of the Term Loans which are being refinanced with the proceeds of a new Class Refinancing Term Facility; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans and/or Commitments hereunderof which are not refinanced with the proceeds of a Refinancing Term Facility). The Administrative Agent shall be permitted, and the Lenders is hereby expressly authorize the Administrative Agent authorized, to enter into any such Refinancing Amendmentamendments with the Borrower to effect the foregoing.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Refinancing Facilities. (a) On The Borrower may from time to time, by written notice to the Administrative Agent, elect to add one or more occasions after the Effective Datetranches of term loans or revolving credit facilities under this Agreement (each a “Refinancing Facility”) or one or more series of senior unsecured notes or senior secured notes (“Refinancing Notes” and together with any Refinancing Facilities, the Borrower may obtain“Refinancing Debt”), from any Lender in each case, to refinance all or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any outstanding Term Loan, any Revolving Commitments or any Refinancing Term Facilities then in effect; provided that:
(i) such Refinancing Debt shall not have a principal or commitment amount (or accreted value) greater than the Loans pursuant to a or loans under any Refinancing Amendment Facility and, in accordance with this Section 2.22 the case of the Revolving Commitments or any revolving commitments under any Refinancing Facility, undrawn available commitments being refinanced (eachexcluding accrued interest, an “Additional Refinancing Lender”fees, discounts, premiums or expenses);
(ii) (provided that the Administrative Agent no Default or Event of Default shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) exist before and immediately after giving effect to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans Debt;
(iii) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects (except to the extent such consentrepresentation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such increase, if any, would be required under Section 9.04(b) for, and except to the extent that such Additional Refinancing Lender representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is a Purchasing Borrower Party or an Affiliated Lenderalready qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.18, the requirements representations and warranties contained in Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 9.04(g7.1;
(iv) and 9.04(f), respectively, no existing Lender shall be satisfied as if under any obligation to provide a commitment to any Refinancing Facility and any such Refinancing Term Loan were, an assignment of Term Loans decision whether to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant provide a commitment to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide Facility shall be in such Credit Agreement Refinancing Indebtedness.Lender’s sole and absolute discretion;
(bv) The effectiveness of any such Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) Facility shall be in an aggregate principal amount that is (x) not less than of at least $50,000,000 25,000,000 and (y) an integral multiple each commitment of $10,000,000 a Lender in excess thereof.
(d) Each respect of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent Facility shall be in a minimum principal amount of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriateat least $5,000,000, in the reasonable opinion case of a Refinancing Facility that is a revolving credit facility and at least $1,000,000 in the case of a Refinancing Facility that is a term loan (or, in each case, such lesser amounts as the Administrative Agent may agree);
(vi) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(vii) any such Refinancing Facility shall be subject to receipt by the Administrative Agent of:
(A) an agreement in writing entered into by the Credit Parties, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Refinancing Facility (each, a “Refinancing Facility Amendment”), which establishes such Refinancing Facility and sets forth the Borrower, terms and provisions thereof on terms consistent with and/or to effect the provisions of this Section 2.222.18;
(B) a certificate of the Borrower and each Guarantor dated as of the date of such Refinancing Facility signed by an Authorized Officer of the Borrower or such Guarantor certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such Refinancing Facility;
(C) a certificate of the Borrower dated as of the date of such Refinancing Facility signed by an Authorized Officer of the Borrower certifying that the conditions in clauses (ii) and (iii) above are true and correct as of the date of such Refinancing Facility;
(D) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Facility; and
(E) customary opinions of legal counsel to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility;
(viii) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(ix) such Refinancing Debt (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any amendments necessary Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to treat Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the applicable Loans and/or Commitments established under Administrative Agent);
(x) such Refinancing Facility or Refinancing Notes shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, Borrower and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing the Revolving Commitments and constituting revolving credit facilities, such Refinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) that is prior to the scheduled Revolving Commitment Termination Date, (B) to the extent refinancing a Term Loan or constituting term loan facilities, such Refinancing Facility will have a maturity date that is not prior to the date that 91 days after the scheduled maturity date of such Term Loan, and will have a weighted average life to maturity that is longer than the weighted average life to maturity of, the Term Loan being refinanced and (C) any Refinancing Notes shall mature no earlier than, and shall not have mandatory prepayment provisions (other than related to customary asset sale and change of control offers) that could result in prepayments of such Refinancing Notes prior to, the Loans or loans under a Refinancing Facility being refinanced;
(xi) if such Refinancing Facility is a term loan, then such term loan shall share ratably in any mandatory prepayments of any other Term Loan (or otherwise provide for more favorable prepayment treatment for one or more of the then outstanding Term Loans) and shall have ratable voting rights as the other Term Loans (or otherwise provide for more favorable voting rights for one or more of the then outstanding Term Loans);
(xii) if such Refinancing Facility is a revolving credit facility then (1) such Refinancing Facility shall have ratable voting rights as the Revolving Commitments (or otherwise provide for more favorable voting rights for the Revolving Commitments) and (2) such Refinancing Facility may provide for the issuance of Letters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the Revolving Commitments;
(xiii) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.1 or 2.2) and participations in Letters of Credit pursuant to Section 2.3 shall be allocated pro rata among the Revolving Commitments and any Refinancing Facility that is a revolving facility;
(xiv) subject to clause (x) above, such Refinancing Facility or Refinancing Notes will have terms and conditions that are substantially similar to, or less favorable, when taken as a whole, to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Commitments or revolving commitments under any Refinancing Facility or Term Loan or loan under any Refinancing Facility being refinanced; provided, however, that such Refinancing Facility or Refinancing Notes may provide for any additional or different financial or other covenants or other provisions that are applicable only during periods after the then latest maturity date in effect; and
(xv) substantially concurrent with the incurrence of such Refinancing Debt the Borrower shall apply the Net Cash Proceeds of such Refinancing Debt to the prepayment of outstanding Loans or loans under the applicable Refinancing Facility being so refinanced (and, in the case of Refinancing Debt that refinances the Revolving Commitments or revolving commitments under a Refinancing Facility, the Borrower shall permanently reduce the amount of the Revolving Commitments or other revolving commitments being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility).
(b) The Lenders hereby expressly authorize the Administrative Agent to enter into any into, and the Lenders agree that this Agreement and the other Credit Documents shall be amended by, such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely Facility Amendments to the extent (and only to the extent) the Administrative Agent deems reasonably necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.18. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, if so provided in this Section 2.22the Refinancing Facility Amendment for a Refinancing Facility that constitutes a revolving facility and with the consent of each L/C Issuer, participations in Letters of Credit under the Revolving Commitments shall be reallocated from existing Lenders with Revolving Commitments to Lenders holding revolving commitments under such Refinancing Facility in accordance with the terms of such Refinancing Facility Amendment.
Appears in 2 contracts
Samples: Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Loan Indebtedness. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class made to the Borrower (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.09(a) ratably,
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class” for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis or less than a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans of such Class, and
(iv) such Refinancing Term Loan Indebtedness will, to the extent secured, rank pari passu or junior in right of payment and/or of security with the other Loans and Commitments pursuant to a hereunder, in the case of junior Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Term Loan Indebtedness, on the terms set out in an Acceptable Intercreditor Agreement.
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Term Loan DocumentsIndebtedness.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by the Borrower, without each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement.
(d) Notwithstanding anything to the contrary contained in this Section 2.23, and the Lenders hereby expressly authorize unless the Administrative Agent shall agree otherwise, after giving effect to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided transaction contemplated in this Section 2.222.23, there shall not be more than ten Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Arconic Rolled Products Corp), Credit Agreement (Arconic Inc.)
Refinancing Facilities. (a) On The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing LenderLoans”) or one or more series of debt securities (provided “Refinancing Notes”), which refinance, renew, replace, defease or refund one or more Tranches of Term Loans (including any Incremental Term Loans or Extended Term Loans) under this Agreement; provided, that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans and/or Refinancing Notes may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans and/or Refinancing Notes; provided that such aggregate principal amount may also be increased to the extent such consent, if any, would be required under additional amount is capable of being incurred at such time pursuant to Section 9.04(b) for, 10.04 (and Section 10.01 to the extent that secured) and such Additional Refinancing Lender is a Purchasing Borrower Party or excess incurrence shall for all purposes hereof be an Affiliated Lender, incurrence under the requirements relevant subclauses of Section 9.04(g10.04 (and Section 10.01 to the extent secured). Each such notice shall specify the date (each, a “Refinancing Effective Date”) and 9.04(f), respectively, on which the Borrower proposes that the Refinancing Term Loans shall be satisfied as if made or the Refinancing Notes shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loan were, an assignment Loans and/or Refinancing Notes shall not be shorter than 91 days after the remaining Weighted Average Life to Maturity of the Term Loans to such Lender or Additional being refinanced and the Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreementand/or Refinancing Notes shall not have a final maturity before the date that is 91 days after the Maturity Date applicable to the Term Loans being refinanced;
(ii) any such Refinancing Notes shall not be subject to any amortization prior to final maturity and shall not be subject to any mandatory redemption or prepayment provisions (except customary asset sale or change of control provisions);
(iii) such Refinancing Term Loans and/or Refinancing Notes shall not be guaranteed by any Person other than Holdings, in the form MLP, the Borrower or a Subsidiary Guarantor (unless such Person becomes a Guarantor); it being understood that nothing herein shall limit any Guarantor (including the MLP) from being a borrower of Refinancing Term Loans or an issuer of Refinancing Notes;
(iv) in the case of any such Refinancing Term Commitments pursuant Loans and/or Refinancing Notes that are secured (a) such Refinancing Term Loans and/or Refinancing Notes are secured by only assets comprising Collateral (as defined in the Security Documents), and not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral (as defined in the Security Documents); and
(v) all other terms applicable to such Refinancing Term Loans and/or Refinancing Notes (excluding pricing and optional prepayment or redemption terms) shall (I) be substantially identical to, or (II) (taken as a whole) be otherwise not materially more favorable to the Refinancing AmendmentTerm Loan Lenders and/or Refinancing Note Holders than those applicable to the then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the Maturity Date of the Term Loans being refinanced; provided that no Lender is obligated hereunder Refinancing Term Loans and/or Refinancing Notes may rank pari passu or junior in right of payment and/or security with the remaining Term Loans or may be unsecured so long as the holders of any Refinancing Term Loans and/or Refinancing Notes that are subordinated in right of payment and/or security are subject to provide an intercreditor agreement the material terms of which are reasonably acceptable to the Administrative Agent (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Credit Agreement Refinancing Indebtedness, together with a reasonably detailed description of the material terms and 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 the foregoing clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)).
(b) The effectiveness Borrower may approach any Lender or any other Person to provide all or a portion of the (x) Refinancing Term Loans (a “Refinancing Term Loan Lender”), so long as such Person would be an Eligible Transferee of Term Loans, or (y) Refinancing Notes (a “Refinancing Note Holder”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans and/or Refinancing Notes may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or purchase Refinancing Notes. Any Refinancing Term Loans made on any Refinancing Amendment Effective Date shall be subject to the satisfaction on the date thereof designated a series (a “Refinancing Term Loan Series”) of each Refinancing Term Loans for all purposes of the conditions set forth in Section 4.02 andthis Agreement; provided that any Refinancing Term Loans may, to the extent reasonably requested by provided in the Administrative Agentapplicable Refinancing Term Loan Amendment, receipt by the Administrative Agent be designated as an increase in any previously established Refinancing Term Loan Series of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Refinancing Term Loans made to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsBorrower.
(c) Each issuance The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Notes on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Credit Agreement Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Indebtedness under Section 2.22(a) Term Loans shall be in established pursuant to 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.
(d) Each of the parties hereto hereby agrees that amendment to this Agreement among Holdings, the Borrower and the other Refinancing Term Loan Documents may Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be amended consistent with the provisions set forth in Section 2.18(a). The Refinancing Notes shall be established pursuant to a Refinancing AmendmentNotes Indenture which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lenders, Lender and the Lenders hereby irrevocably authorize the Administrative Agent to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other enter into amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.18, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new Tranches or sub-Tranches in respect of the Refinancing Amendment Term Loans and such technical amendments as a new Class may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a)(i) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans and/or Commitments hereunderof which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and the Lenders is hereby expressly authorize the Administrative Agent authorized, to enter into any such Refinancing Amendmentamendments with the Borrower to effect the foregoing.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (OCI Partners LP)
Refinancing Facilities. (a) On one or more occasions after Notwithstanding anything to the Effective Datecontrary in this Credit Agreement, the Borrower may obtainby written notice to the Administrative Agent establish one or more additional tranches of term loans under this Credit Agreement (such loans, from “Refinancing Term Loans”), all Net Cash Proceeds of which are used to refinance in whole or in part any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion Class of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 2.8(c)(i). Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (provided that 5) Business Days after the date on which such notice is delivered to the Administrative Agent shall have consented (or such consent not shorter period agreed to be unreasonably withheld, conditioned or delayedby the Administrative Agent in its sole discretion); provided that:
(i) before and after giving effect to such Lender’s or Additional Refinancing Lender’s making the borrowing of such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Refinancing Effective Date each of the conditions set forth in Section 4.02 5.2 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Average Life of such Refinancing Term Loans shall be no shorter than the then-remaining Average Life of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith and other fees, costs and expenses relating thereto;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.13(a)(H)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially similar to, or no less favorable to LGEC and its Subsidiaries, when taken as a whole, than (as reasonably determined by LGEC), the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to the Term Loans being refinanced unless less favorable terms are added for the benefit of the existing Lenders);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral, such Liens rank pari passu in right of security to the Term Loans and are subject to a customary Intercreditor Agreement;
(vii) there shall be no borrower (other than the Borrower or another Credit Party organized and existing under laws of Canada, any province of Canada, the United States of America, any State of the United States or the District of Columbia) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans; and
(viii) Refinancing Term Loans shall not be secured by any assets of LGEC and its Subsidiaries other than the Collateral.
(b) The Borrower may approach any Lender or any other person that would be an Eligible Assignee to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Credit Agreement; provided, further, that any Refinancing Term Loans may, to the extent reasonably requested provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary in this Credit Agreement, the Borrower may by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory written notice to the Administrative Agent and establish one or more additional Facilities (ii“Replacement Revolving Facilities”) reaffirmation agreements and/or providing for revolving commitments (“Replacement Revolving Credit Commitments”), which replace in whole or in part any Class of Revolving Credit Commitments under this Credit Agreement. Each such amendments notice shall specify the date (each, a “Replacement Revolving Credit Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Security Documents as may be reasonably requested Administrative Agent (or such shorter period agreed to by the Administrative Agent in order its reasonable discretion); provided that:
(i) before and after giving effect to ensure that the establishment of such Replacement Revolving Credit Agreement Refinancing Indebtedness is provided with Commitments on the Replacement Revolving Credit Facility Effective Date, each of the conditions set forth in Section 5.2 shall be satisfied;
(ii) after giving effect to the establishment of any Replacement Revolving Credit Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the applicable Replacement Revolving Credit Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith and other fees, costs and expenses relating thereto;
(iii) no Replacement Revolving Credit Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being replaced;
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no less favorable to LGEC and its Subsidiaries than (as reasonably determined by LGEC), those, taken as a whole, applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Credit Termination Date in effect at the time of incurrence or added for the benefit of the applicable Loan Documents.existing Lenders);
(cv) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in an aggregate principal amount that respect of such Replacement Revolving Facility;
(vi) Replacement Revolving Credit Commitments and extensions of credit thereunder shall not be secured by any asset of LGEC and its Subsidiaries other than the Collateral; and
(vii) if such Replacement Revolving Facility is (x) not less than $50,000,000 secured by Liens on the Collateral, such Liens rank pari passu in right of security to the Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereofare subject to a customary Intercreditor Agreement.
(d) Each The Borrower may approach any Lender or any other person that would be an Eligible Assignee of a Revolving Credit Commitment to provide all or a portion of the parties hereto hereby agrees Replacement Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on any Replacement Revolving Credit Facility Effective Date shall be designated an additional Class of Revolving Credit Commitments for all purposes of this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of Credit Agreement; provided that any other LendersReplacement Revolving Credit Commitments may, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, provided in the reasonable opinion of the Administrative Agent and the Borrowerapplicable Refinancing Amendment, to effect the provisions of this Section 2.22, including be designated as an increase in any amendments necessary to treat the applicable Loans and/or Commitments previously established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentRevolving Credit Commitments.
(e) This Section 2.22 The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall supersede any provisions in Section 2.17 or Section 9.02 execute and deliver to the Administrative Agent an amendment to this Credit Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Credit Agreement and the other Fundamental Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have a Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary solely to the extent provided set forth in this Credit Agreement or any other Fundamental Document (including without limitation this Section 2.222.15), (i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Credit Agreement and the other Fundamental Documents that rank equally and ratably in right of security with the Term Loans and other Obligations.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Lions Gate Entertainment Corp /Cn/), Credit and Guarantee Agreement (Lions Gate Entertainment Corp /Cn/)
Refinancing Facilities. (a) On one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans Notwithstanding anything to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness contrary in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested Company may by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory written notice to the Administrative Agent and establish one or more additional tranches of term loans under this Agreement (iisuch loans, “Refinancing Term Loans”), the proceeds of which are used to refinance any outstanding Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) reaffirmation agreements and/or on which the Company proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such amendments notice is delivered to the Security Documents as may be reasonably requested Administrative Agent (or such shorter period agreed to by the Administrative Agent in order to ensure that its sole discretion); provided that
(i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties of the Borrowers set forth in this Agreement are true and correct in all material respects (or in all respects if any such Credit Agreement Refinancing Indebtedness representation or warranty is provided with the benefit qualified by “material” or “Material Adverse Effect”) on and as of the applicable Loan DocumentsRefinancing Effective Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iv) the average life to maturity of such Refinancing Term Loans shall be no shorter than the then-remaining average life to maturity of the refinanced Term Loans;
(v) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith and other fees, costs and expenses relating thereto; and
(vi) the Refinancing Term Loans (a) shall rank pari passu in right of payment (and if applicable, security) with the refinanced Term Loans, (b) shall not mature earlier than the latest Maturity Date in effect on the date of incurrence of such Refinancing Term Loans (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the refinanced Term Loans; provided that (i) the terms and conditions applicable to any tranche of Refinanced Term Loans maturing after the latest Maturity Date in effect on the date of incurrence of such Refinancing Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect on the date of incurrence of such Refinancing Term Loans and (ii) the Refinancing Term Loans may be priced differently than the refinanced Term Loans;
(b) Notwithstanding anything to the contrary in this Agreement, the Company may by written notice to the Administrative Agent establish one or more additional revolving facilities under this Agreement (such loans, “Replacement Revolving Facilities”), providing for revolving commitments (“Replacement Revolving Credit Commitments”), which replace any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Credit Facility Effective Date”) on which the Company proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that
(i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties of the Borrowers set forth in this Agreement are true and correct in all material respects (or in all respects if any such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of the applicable Replacement Revolving Credit Facility Effective Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the final maturity date of the Replacement Revolving Facilities shall be no earlier than the maturity date of the replaced Revolving Facility, and shall not require commitment reductions or amortizations;
(iv) the aggregate principal amount of the Replacement Revolving Facility shall not exceed the aggregate amount of the replaced Revolving Commitments plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith and other fees, costs and expenses relating thereto; and
(v) the Replacement Revolving Facility (a) shall rank pari passu in right of payment (and if applicable, security) with the replaced Revolving Facility, (b) shall not mature earlier than the latest Maturity Date in effect on the date of incurrence of such replaced Revolving Facility and (c) shall be treated substantially the same as (and in any event no more favorably than) the replaced Revolving Facility; provided that (i) the terms and conditions applicable to any Replacement Revolving Facility maturing after the latest Maturity Date in effect on the date of incurrence of such Replacement Revolving Facility may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect on the date of incurrence of such Replacement Revolving Facility and (ii) the Replacement Revolving Facility may be priced differently than the replaced Revolving Facility.
(c) Each issuance The Company may approach any Lender or one or more banks, financial institutions or other entities approved by the Administrative Agent (and with respect to a Replacement Revolving Facility, each Issuing Bank and the Swingline Lender ) in accordance with the procedures provided in Section 2.19(b), to provide all or a portion of Credit Agreement the Refinancing Indebtedness under Section 2.22(a) Term Loans or Replacement Revolving Facility; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans or Replacement Revolving Facility may elect or decline, in its sole discretion, to provide a Refinancing Term Loan and/or Replacement Revolving Facility. Any Refinancing Term Loans or Replacement Revolving Facility shall be in designated an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple additional Class of $10,000,000 in excess thereofTerm Loans or Revolving Loans for all purposes of this Agreement.
(d) Each The Borrowers and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Agreement and the parties hereto hereby agrees that other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have a Revolving Commitment having the terms of such Replacement Revolving Credit Commitment. All Refinancing Term Loans, Replacement Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of payment (and, if applicable, security) with the Loans and other Obligations. The Administrative Agent may be amended effect such amendments to this Agreement as are reasonably necessary to provide for any extensions pursuant to a Refinancing Amendment, this Section 2.28 with the consent of the Company but without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Michael Kors Holdings LTD), Credit Agreement (Michael Kors Holdings LTD)
Refinancing Facilities. (a) On one or more occasions after the Merger Effective DateTime, the applicable Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of Refinancing Term Loans or Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.22 Section 2.30 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent Agent, the Swingline Lender and each Issuing Lender, if applicable, shall have consented (such consent not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making providing such Refinancing Term Loans or Other Revolving Commitments to the extent such consent, if any, would be required under Section 9.04(b10.6(c) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, for an assignment of Term Revolving Commitments or Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Borrower in its sole discretion, of Term Loans or Revolving Loans (or unused Commitments in respect thereof) then outstanding under this Agreement, in the form of Refinancing Term Loans or Loans, Refinancing Term Commitments pursuant to a Refinancing AmendmentCommitments, Other Revolving Commitments, or Other Revolving Loans; provided that no Lender is obligated hereunder notwithstanding anything to provide the contrary in this Section 2.30 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.9(e) and Section 3.9 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Loans (and except as provided in Section 2.9(e) and Section 3.9, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments in respect of Revolving Loans, except that the Parent shall be permitted to permanently repay and terminate commitments of any such Credit Agreement Refinancing IndebtednessClass on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
(b) The Unless being entered into in connection with a Limited Condition Transaction (in which case the applicable terms of Section 1.4(d) shall apply) the effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 Section 5.3 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(aSection 2.30(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 10,000,000 and (y) an integral multiple of $10,000,000 1,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.1 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerParent, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunderSection 2.30, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 Section 2.30 shall supersede any provisions in Section 2.17 Section 2.19 or Section 9.02 10.1 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement (Garden SpinCo Corp), Credit Agreement (Neogen Corp)
Refinancing Facilities. (a) On The Borrower may from time to time add one or more occasions after tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Effective DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any other bank, financial institution or other institutional lender or investor existing Lender) that agrees to provide a portion of such Refinancing Facility (each a “Refinancing Facility Amendment”) pursuant to procedures specified by the Administrative Agent to refinance all or any portion of any outstanding Term Facility or any Revolving Facility then in effect; provided that:
(i) such Refinancing Term Facility shall not have a principal or commitment amount (or accreted value) greater than the Loans pursuant and, if such Refinancing Facility is a revolving credit facility that refinances a Revolving Facility, the undrawn available commitments of the Revolving Facility being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) no Default shall exist on the effective date of such Refinancing Facility or would exist after giving effect to such Refinancing Facility;
(iii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Amendment Facility and any such decision whether to provide a commitment to such Refinancing Facility shall be in accordance with this Section 2.22 such Lender’s sole and absolute discretion;
(eachiv) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(v) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Refinancing Facility and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Refinancing Facility, except to the extent that such representations and warranties specifically refer to an “Additional earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (II) no Default exists;
(B) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Lender”Facility; and
(C) opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (provided that including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) received documentation from each Person providing a commitment to such LenderRefinancing Facility evidencing such Person’s or Additional Refinancing Lendercommitment and such Person’s making obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(vii) such Refinancing Term Facility (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the Administrative Agent);
(viii) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing a Revolving Facility and constituting a revolving credit facility, such consent, if any, would be required under Section 9.04(bRefinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) for, that is prior to the scheduled Maturity Date of the Revolving Facility being refinanced and (B) to the extent refinancing a Term Facility or constituting a term loan facility, such Refinancing Facility will have a maturity date that such Additional Refinancing Lender is not prior to the scheduled Maturity Date of, and will have a Purchasing Borrower Party or an Affiliated LenderWeighted Average Life that is not shorter than the Weighted Average Life of, the requirements of Section 9.04(gTerm Facility being refinanced;
(ix) and 9.04(f), respectively, shall be satisfied as if such Refinancing Facility is a revolving credit facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Facilities (or otherwise provide for more favorable voting rights for the then outstanding Revolving Facilities) and (B) such Refinancing Facility may provide for the issuance of Letters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing Revolving Facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the existing Revolving Facilities;
(x) if such Refinancing Facility is a term loan, then (1) the Borrower and the Administrative Agent shall mutually determine whether such term loan is a tranche A term loan (a “Refinancing Tranche A Term Facility”) or tranche B term loan (a “Refinancing Tranche B Term Facility”) and (2) such term loan shall share ratably in any mandatory prepayments of the Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for one or more of the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for one or more of the then outstanding Term Facilities);
(xi) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.03 or 2.04) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Facilities;
(xii) subject to clause (viii) above, such Refinancing Facility will have terms and conditions that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Facility or Term Loan werebeing refinanced; provided, an assignment however, that such Refinancing Facility may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders thereof and applicable only during periods after the then latest Maturity Date in effect; and
(xiii) substantially concurrent with the incurrence of Term such Refinancing Facility the Borrower shall apply the Net Cash Proceeds of such Refinancing Facility to the prepayment of outstanding Loans to being refinanced by such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness Facility in respect of all or any portion of Term Loans then outstanding under this Agreementaccordance with Section 2.05(b)(iii)(B) and, in the form case of Refinancing Term Loans or Revolving Facility, concurrent with the incurrence of such Refinancing Term Commitments Revolving Facility the commitments to the Revolving Facility being refinanced by such Refinancing Revolving Facility shall be automatically and permanently reduced by the amount of the Net Cash Proceeds of such Refinancing Facility as set forth in Section 2.06(b)) and (B) the Borrower shall pay an amount required pursuant to Section 3.05 as a Refinancing Amendment; provided that no Lender is obligated hereunder to provide result of any such Credit Agreement Refinancing Indebtednessprepayment of Loans of existing Lenders.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by Lenders hereby authorize the Administrative Agent of (i) customary legal opinionsto enter into, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees Lenders agree that this Agreement and the other Loan Documents may shall be amended pursuant to a by, such Refinancing Amendment, without the consent of any other Lenders, Facility Amendments to the extent (but and only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.222.17. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established Refinancing Facility Amendment for a Refinancing Revolving Facility and with the consent of each L/C Issuer, participation in Letters of Credit under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and existing Revolving Facilities shall be reallocated from Lenders holding revolving commitments under the existing Revolving Facilities to Lenders hereby expressly authorize the Administrative Agent to enter into any holding revolving commitments under such Refinancing Revolving Facility in accordance with the terms of such Refinancing Facility Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Loan Indebtedness. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class made to the Borrower (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.09(a) ratably,
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class” for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans of such Class, and
(iv) such Refinancing Term Loan Indebtedness will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtednesson the terms set out in an Acceptable Intercreditor Agreement.
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Term Loan DocumentsIndebtedness.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by Holdings, without the Borrower, each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement.
(d) Notwithstanding anything to the contrary contained in this Section 2.23, and the Lenders hereby expressly authorize unless the Administrative Agent shall agree otherwise, after giving effect to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided transaction contemplated in this Section 2.222.23, there shall not be more than six Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender establishment hereunder of one or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion more additional Classes of term loan commitments (the “Refinancing Term Loans Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such “Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(fLoans”), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no each Refinancing Term Lender is obligated hereunder shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to provide such Credit Agreement Refinancing Indebtednessthe Administrative Agent.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by Holdings, the satisfaction Borrower, each Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such earlier date, (iii) Holdings and the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement Refinancing Indebtedness is provided transaction and (iv) substantially concurrently with the benefit effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of one or more Classes (on a pro rata basis within each such Class) in an aggregate principal amount equal to the applicable aggregate amount of such Refinancing Term Loan DocumentsCommitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any fees, premium and expenses relating to such refinancing).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aTerm Loan Commitments and Refinancing Term Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class; provided that such stated termination and maturity dates shall not be earlier than the Maturity Date applicable to the Class of Term Loans so refinanced, (iii) any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (v) the fees applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, (vi) any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loan Commitments or Refinancing Term Loans of such Class and (ix) any financial covenant with which Holdings and the Borrower shall be in an aggregate principal amount required to comply, provided that is (x) not less than $50,000,000 and (y) an integral multiple any such financial covenant shall be for the benefit of $10,000,000 in excess thereof.
(d) Each all Lenders. Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Agreement Refinancing Term Loan Commitments and Refinancing Term Loans shall be substantially the same as the terms of the existing Term Commitments and the other Loan Documents may be amended pursuant existing Term Loans. The Administrative Agent shall promptly notify each Lender as to a the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans term loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.”
Appears in 2 contracts
Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Term Loans Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the Administrative Agent and (B) each Refinancing Revolving Lender (if not already a Lender) shall have consented be approved by each Issuing Bank and the Swingline Lender (such consent approvals not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by Holdings, the satisfaction Borrower, each Refinancing Lender providing such Refinancing Commitments and the Administrative Agent; provided that no Refinancing Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date thereof of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each of the conditions Loan Party set forth in Section 4.02 andthe Loan Documents shall be true and correct in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such earlier date, (iii) Holdings and the extent reasonably requested by the Administrative Agent, receipt by Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement transaction, (iv) in the case of any Refinancing Indebtedness is provided Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the applicable Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments does not exceed the aggregate amount of the Revolving Commitments so terminated and (v) in the case of any Refinancing Term Loan DocumentsCommitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of one or more Classes (on a pro rata basis within each such Class) in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any fees, premium and expenses relating to such refinancing).
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aCommitments and Refinancing Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class; provided that (A) such stated termination and maturity dates shall not be earlier than the Revolving Maturity Date (in the case of Refinancing Revolving Commitments and Refinancing Revolving Loans) or the Maturity Date applicable to the Class of Term Loans so refinanced (in the case of Refinancing Term Loan Commitments and Refinancing Term Loans) and (B) any Refinancing Term Loans shall not have a weighted average life to maturity shorter than the Class of Term Loans so refinanced, (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitments or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial covenant with which Holdings and the Borrower shall be in an aggregate principal amount required to comply, provided that is (x) not less than $50,000,000 and (y) an integral multiple if any such financial covenant shall be for the benefit of $10,000,000 in excess thereof.
(d) Each any Term Lenders then it shall also apply to all Lenders. Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees that this Agreement Refinancing Revolving Commitments and the Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the then existing Revolving Commitments and Revolving Loans and other extensions of credit thereunder, and the terms of the Refinancing Term Loan Documents may Commitments and Refinancing Term Loans shall be amended pursuant substantially the same as the terms of the existing Term Commitments and the existing Term Loans. The Administrative Agent shall promptly notify each Lender as to a the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Term Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans loans and/or Commitments commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Amendment Agreement (Momentive Global Inc.), Credit Agreement (SVMK Inc.)
Refinancing Facilities. (a) On The Borrower may from time to time, add one or more occasions after tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Effective DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any other bank, financial institution or other institutional lender or investor existing Lender) that agrees to provide any a portion of such Refinancing Term Loans Facility (each a “Refinancing Facility Amendment”) pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that procedures reasonably specified by the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any outstanding Term Loan or any Revolving Loan then in effect; provided, that: such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Loans then outstanding under this Agreementand, in the form case of a revolving facility, the Revolving Loans and any undrawn available commitments in respect of such revolving facility being refinanced (plus accrued interest, fees, discounts, premiums and reasonable expenses); no Default or Event of Default shall exist on the effective date of such Refinancing Term Loans Facility or would exist after giving effect to such Refinancing Term Commitments pursuant to a Refinancing AmendmentFacility; provided that no existing Lender is obligated hereunder shall be under any obligation to provide a commitment to such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of Facility and any such decision whether to provide a commitment to such Refinancing Amendment Facility shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions such Lender’s sole and officers’ certificates consistent with those delivered on the Effective Date other than changes to absolute discretion; such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) Facility shall be in an aggregate principal amount of at least $25,000,000 and each commitment of a Lender to such Refinancing Facility shall be in a minimum principal amount of at least $5,000,000, in the case of a Refinancing Revolving Facility and at least $1,000,000 in the case of a Refinancing Term Loan (or, in each case, such lesser amounts as the Administrative Agent and the Borrower may agree); each Person providing a commitment to such Refinancing Facility shall meet the requirements in Section 10.04(b); the Borrower shall deliver to the Administrative Agent: a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) attaching evidence of appropriate corporate authorization on the part of such Loan Party with respect to such Refinancing Facility as the Administrative Agent may reasonably request and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that to the extent such representation or warranty relates to a specific prior date, such representation or warranty shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) only as of such specific prior date, and (II) no Default or Event of Default shall exist; such amendments to the other Loan Documents as the Administrative Agent may reasonably request to reflect such Refinancing Facility; customary opinions of legal counsel to the Loan Parties as the Administrative Agent may reasonably request, addressed to the Administrative Agent and each Lender (including each Person providing any commitment under any Refinancing Facility), dated as of the effective date of such Refinancing Facility; to the extent requested by any Lender (including each Person providing any commitment under any Refinancing Facility), executed promissory notes evidencing such Refinancing Facility, issued by the Borrower in accordance with Section 2.11(b); and any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; such Refinancing Facility (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be guaranteed by any Person that is (x) not less than $50,000,000 a Guarantor; and (yC) an integral multiple shall be secured on a pari passu basis; such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility; provided that (A) to the extent refinancing a Revolving Loan and constituting a Refinancing Revolving Facility, such Refinancing Facility shall have a termination date no earlier than the Revolving Commitment Termination Date and (B) to the extent refinancing a Term Loan or constituting term loan facilities, such Refinancing Term Loan shall have a maturity date no earlier than the latest then existing Maturity Date, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loan being refinanced; if such Refinancing Facility is a Refinancing Revolving Facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Loans (or otherwise provide for more favorable voting rights for the then outstanding Revolving Loans) and (B) such Refinancing Facility may provide for the issuance of $10,000,000 Letters of Credit for the account of Holdings, the Borrower and its Restricted Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing revolving credit facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swingline Loans under the existing revolving credit facilities; each Borrowing of Revolving Loans and participations in excess thereof.
Letters of Credit pursuant to Section 2.24 shall be allocated pro rata among the Revolving Loans; subject to Section 2.27(a)(ix) above, such Refinancing Facility will have terms and conditions that are substantially identical to, or less favorable, when taken as a whole (d) Each as determined by the Borrower in its reasonable judgment), to the Lenders providing such Refinancing Facility than, the terms and conditions of the parties hereto Revolving Loan or Term Loan being refinanced; provided, however, that such Refinancing Facility may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders thereof and applicable only during periods after the then latest Revolving Commitment Termination Date or latest Maturity Date in effect; and substantially concurrent with the incurrence of such Refinancing Facility the Borrower shall apply the Net Cash Proceeds of such Refinancing Facility to the prepayment of outstanding Loans being so refinanced (and, in the case of a Refinancing Facility that refinances a Revolving Loan, the Borrower shall permanently reduce the amount of the commitments to the Revolving Loan being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility (other than Net Cash Proceeds applied to pay accrued interest, fees, discounts and premiums)). The Lenders hereby agrees authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents may shall be amended pursuant to a by, such Refinancing Amendment, without the consent of any other Lenders, Facility Amendments to the extent (but and only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.222.27. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, including any amendments necessary to treat if so provided in the applicable Loans and/or Commitments established Refinancing Facility Amendment for a Refinancing Revolving Facility and with the consent of each Issuing Bank, participation in Letters of Credit under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and existing revolving credit facilities shall be reallocated from Lenders holding revolving commitments under the existing revolving credit facilities which are being refinanced to Lenders hereby expressly authorize the Administrative Agent to enter into any holding revolving commitments under such Refinancing Revolving Facility in accordance with the terms of such Refinancing Facility Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement
Refinancing Facilities. (a) On one or more occasions after the Effective Dateoccasions, the Borrower may obtain, from any Lender or any other bank, bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to provide any portion of Refinancing Term Loans Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, in each case pursuant to a Refinancing Amendment in accordance with this Section 2.22 2.17 (each, an “Additional Refinancing Lender”) (); provided that (i) the Administrative Agent Agent, the Swing Line Lender and each L/C Issuer shall have consented (such consent not to be unreasonably withheld, conditioned conditioned, or delayed) to such Lender’s or Additional Refinancing Lender’s making providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, 10.06 for an assignment of Refinancing Term Loans Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender); provided, Credit Agreement further, that the following terms are satisfied:
(i) any Refinancing Indebtedness in respect of all Term Loans may participate on a pro rata basis or any portion on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans then (in accordance with the respective outstanding under this Agreementprincipal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a applicable Refinancing Amendment;
(ii) (x) all Other Revolving Commitments shall be deemed to be Revolving Credit Commitments for purposes of borrowings and prepayments of Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans and (y) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Other Revolving Loans after the date of obtaining any Other Revolving Commitments shall be made as directed by the Borrower;
(iii) subject to the provisions of Section 2.03(k) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments (including Other Revolving Credit Commitments) in accordance with their Applicable Revolving Credit Percentage; provided that no Lender is obligated hereunder and
(iv) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to provide such Original Revolving Credit Agreement Refinancing IndebtednessCommitments and Original Revolving Credit Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Closing Date other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit enforceability of the applicable Loan DocumentsCollateral Documents and the perfection and priority of the Liens thereunder are preserved and maintained.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a2.17(a) 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 thereof25,000,000.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder2.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 2.17 shall supersede any provisions in Section 2.17 or 2.13 and 10.01 to the contrary, and nothing in Section 9.02 2.05 to the contrary solely to shall prohibit the extent provided in application of this Section 2.222.17.
Appears in 2 contracts
Samples: Credit Agreement (Post Holdings, Inc.), Credit Agreement (Post Holdings, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions occasions, by written notice to the Administrative Agent, obtain Refinancing Term Loan Indebtedness. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that such Refinancing Term Loan Indebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Default shall have occurred and be continuing on the Refinancing Effective Date,
(ii) on the applicable Refinancing Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion representations and warranties of Refinancing Term Loans pursuant to a Refinancing Amendment each Loan Party set forth in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, Loan Documents shall be satisfied true and correct (a) in the case of the representations and warranties qualified as if to materiality, in all respects and (b) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date,
(iii) substantially concurrently with the incurrence of such Refinancing Term Loan wereIndebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.07(a) ratably, and
(iv) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Commitments pursuant Loans as a new “Class” for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Amendment; provided that no Lender is obligated hereunder Term Loans than to provide the Lenders holding such Credit Agreement Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing IndebtednessTerm Loans of such Class.
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Term Loan DocumentsIndebtedness.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by the Borrower, without each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.20, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder, and the Lenders hereby expressly authorize the . The Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 promptly notify each Lender as to the contrary solely to the extent provided in this Section 2.22effectiveness of each Refinancing Facility Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Notes in respect of all or any portion of any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Commitments Loans or Incremental Loans) pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Refinancing Term Loans will have terms and conditions that are consistent with the applicable requirements set forth in the definition of “Term Loan Agreement Refinancing Indebtedness.
(b) ” The effectiveness of any Refinancing Amendment Term Facility shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andthe applicable Refinancing Amendment (which conditions shall include, to at the extent reasonably requested by request of the Administrative Agent, receipt by customary officer’s certificates and an opinion of counsel for the Administrative Agent of (i) customary legal opinions, board resolutions Borrower in form and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion substance reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be in respect of matters reasonably requested by the Administrative Agent in order relating thereto). The Administrative Agent shall promptly notify each Lender as to ensure that such Credit Agreement the effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Term Facility. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Refinancing Term Facility, this Agreement shall be deemed amended and the other Loan Documents may be restated or amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Term Loan Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) 2.20. This Section 2.22 2.20 shall supersede any provisions in Section 2.17 2.15 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Refinancing Facilities. (a) On The Borrower may, by written notice to the Agent from time to time, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more occasions after additional Classes of term loan commitments (the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of “Refinancing Term Loans Loan Commitments”), pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the Administrative approval of the Agent (which approval shall have consented (such consent not to be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans in each case, to the extent such consent, if any, would be required under Section 9.04(b) forthe definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereLender, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtednessas applicable.
(b) The effectiveness of any Borrower and each Refinancing Amendment Lender shall be subject execute and deliver to the satisfaction on Agent a Refinancing Facility Agreement and such other documentation as the date thereof Agent shall reasonably specify to evidence the Refinancing Commitments of each Refinancing Lender. Such Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of the conditions set forth in Section 4.02 andcredit to be made thereunder, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of applicable: (i) customary legal opinionsthe designation of such Refinancing Commitments and Refinancing Loans as a new “Class” of loans and/or commitments hereunder, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments the stated termination and maturity dates applicable to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure Refinancing Commitments or Refinancing Loans of such Class; provided that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) stated termination and maturity dates shall not be in an aggregate principal amount that is earlier than (x) not less than $50,000,000 the Maturity Date then in effect with respect to the applicable Class of Revolving Credit Commitments being so refinanced (in the case of Refinancing Revolving Commitments and Refinancing Revolving Loans) or (y) an integral multiple the Maturity Date then in effect with respect to the applicable Class of $10,000,000 Term Loans being so refinanced (in excess thereof.
the case of Refinancing Term Loan Commitments and Refinancing Term Loans), (diii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitment or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with the Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) in the case of any Refinancing Revolving Commitments, the Alternative Currencies, if any, available thereunder. Except as contemplated by the preceding sentence, the terms of the Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the Revolving Credit Commitments and Revolving Loans and other extensions of credit thereunder, and the terms of the Refinancing Term Loan Commitments and Refinancing Term Loans shall be substantially the same as the terms of the Tranche C Term Loan Commitments and the Tranche C Term Loans. The Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Refinancing Facility Agreement, this Agreement and the other Loan Documents may shall be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Refinancing Facility Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under of the Refinancing Amendment as a new “Class” of loans and/or commitments hereunder).
(c) Notwithstanding the foregoing, no Refinancing Commitments shall become effective under this Section 2.26 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Agent shall have received legal opinions, board resolutions and other customary closing certificates consistent with those delivered on the Second Restatement Date, (iii) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments of a Class then in effect shall be terminated, and all the Revolving Loans then outstanding thereunder, together with all interest thereon, and all other amounts accrued for the benefit of Loans and/or Commitments the Revolving Credit Lenders of such Class, shall be repaid or paid (it being understood, however, that, with the written consent of the applicable Issuing Bank, any Letters of Credit issued by such Issuing Bank may continue to be outstanding hereunder), and the Lenders hereby expressly authorize aggregate amount of such Refinancing Revolving Credit Commitments does not exceeded the Administrative Agent aggregate amount of the Revolving Commitments so terminated and (iv) in the case of any Refinancing Term Loan Commitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to enter into the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such Refinancing Amendmentprepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.08 on a pro rata basis).
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Incremental Revolving Credit Assumption Agreement (TransDigm Group INC), Incremental Term Loan Assumption Agreement (TransDigm Group INC)
Refinancing Facilities. Following the Exit Facility Conversion Date, the Borrowing Agent may by written notice to Administrative Agent elect to establish one or more additional tranches of term loans under this Agreement (“Refinancing Facility”) or one or more series of senior unsecured notes or senior secured notes (“Refinancing Notes” and, together with any Refinancing Facilities, “Refinancing Debt”), in each case, to refinance the any or all Series of Loans, in whole or in part, and that will be secured by the Collateral on a pari passu basis with the Obligations or secured by the Collateral by Liens that are junior and subordinated to the Liens thereon securing the Obligations. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Debt shall become effective; provided that:
(a) On one or more occasions after such Refinancing Debt shall mature no earlier than, and the Effective Dateweighted average life to maturity of such Refinancing Debt shall not be shorter than, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees then remaining weighted average life to provide any portion maturity of Refinancing Term the Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.being refinanced;
(b) The effectiveness of any such Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 Facility or Refinancing Notes will have such pricing, premiums and, to the extent reasonably requested not directly and adversely affecting the Lenders of Loans outstanding hereunder (except in the case of any applicable Refinancing Facility) immediately after giving effect to such refinancing, optional prepayment or redemption terms as may be agreed by the Administrative Agent, receipt by Borrowers and the Administrative lenders or holders providing such Refinancing Facility or Refinancing Notes;
(c) if necessary the Loan Parties and the Collateral Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement the Refinancing Indebtedness is Facility or Refinancing Notes are provided with the benefit of the applicable Loan Documents.
(c) Each issuance Security Documents and shall deliver such other documents, certificates and opinions of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall counsel in connection therewith as may 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.requested by the Collateral Agent; and
(d) Each the Net Cash Proceeds of the parties hereto hereby agrees that this Agreement and the other Loan Documents may Refinancing Facility or Refinancing Notes shall be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, applied to the extent (but only to the extent) necessary to (i) reflect the existence and terms repayment of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the then outstanding applicable Loans and/or Commitments established under on the Refinancing Amendment as a new Class date of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendmentincurrence in accordance with Section 2.12.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 2 contracts
Samples: Superpriority Senior Secured Debtor in Possession and Exit Term Loan Credit Agreement (HMH Holdings (Delaware), Inc.), Superpriority Senior Secured Debtor in Possession and Exit Term Loan Credit Agreement (HMH Holdings (Delaware), Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented the right to refinance, renew and/or replace
(such consent not to be unreasonably withheld, conditioned or delayedi) to such Lender’s or Additional Refinancing Lender’s making such Refinancing all of the Term A Loans to then outstanding,
(ii) all of the extent such consent, if any, would be required under Section 9.04(bTerm B Loans then outstanding and/or
(iii) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Revolving Loan Commitments then in effect or any outstanding Revolving Loans (including any Refinancing Revolving Credit Commitments and Refinancing Revolving Loans) (clauses (i), (ii) and (iii) above, together, “Refinanced Debt”) with (x) (A) in the case of clause (i) or clause (ii) above, one or more new term loan facilities established hereunder by adding one or more new term loan commitments (each such commitment, a “Refinancing Term Loans then outstanding under this AgreementLoan Commitment”, and the loans made thereunder, “Refinancing Term Loans”) and (B) in the case of clause (iii) above, one or more new revolving credit facilities established hereunder by adding one or more new revolving credit commitments (each such commitment, a “Refinancing Revolving Credit Commitment”, and the loans made thereunder, “Refinancing Revolving Loans”) or (y) other Indebtedness in the form of one or more series of notes or loans (such other notes or loans, “Other Permitted Refinancing Term Loans or Debt”, and clauses (x) and (y) above, together, “Credit Agreement Refinancing Term Commitments Indebtedness”), pursuant to a Refinancing Amendment; , provided that:
(iv) any Credit Agreement Refinancing Indebtedness that ranks pari passu or junior in right of security will be subject to the Pari Passu Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable;
(v) no Lender Refinancing Term Loans or Other Permitted Refinancing Debt will have a maturity date that is obligated hereunder prior to provide the latest maturity date applicable to the Refinanced Debt being refinanced thereby, nor a shorter Weighted Average Life to Maturity than, the Refinanced Debt being refinanced thereby;
(vi) no Refinancing Revolving Loans will have a maturity date (nor will the revolving credit facility in respect thereof require commitment reductions) prior to the maturity date of the Refinanced Debt being refinanced thereby;
(vii) such Credit Agreement Refinancing Indebtedness.
Indebtedness will have such pricing (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andincluding interest, to the extent reasonably requested by the Administrative Agentfees and premiums), receipt by the Administrative Agent of (i) customary legal opinions, board resolutions optional prepayment and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents redemption terms as may be reasonably requested agreed by the Administrative Agent Borrower and the lenders thereof;
(viii) any Credit Agreement Refinancing Indebtedness that is secured shall not be secured by assets other than Collateral;
(ix) any Credit Agreement Refinancing Indebtedness that is guaranteed shall not be guaranteed by any Person other than the Subsidiary Guarantors;
(x) such Credit Agreement Refinancing Indebtedness will have terms (other than those described in order clauses (ii) through (vi) of this proviso) that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to ensure that the lenders providing such Credit Agreement Refinancing Indebtedness than, those applicable to the Refinanced Debt being refinanced thereby (except for covenants or other provisions applicable only to periods after the latest Maturity Date at the time such Credit Agreement Refinancing Indebtedness is provided with incurred);
(xi) the benefit aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the aggregate principal amount of the applicable Loan DocumentsRefinanced Debt being refinanced thereby, plus any interest, premiums, fees and expenses, or to the extent otherwise permitted under this Agreement; and
(xii) no Refinancing Term Loans shall share more favorably than ratably in any mandatory prepayments hereunder.
(cb) Any Credit Agreement Refinancing Indebtedness may be provided by any Lender or any Augmenting Lender. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under Section 2.22(a) this Section 2.22 shall be in an aggregate principal amount that is (xi) not less than $50,000,000 and 10,000,000 (y) an or in integral multiple multiples of $10,000,000 5,000,000 in excess thereof) in the case of Refinancing Term Loans and Refinancing Term Loan Commitments and (ii) not less than $5,000,000 (or in integral multiples of $1,000,000 in excess thereof), in each case, or such other amount of the total outstanding amount of the Refinanced Debt.
(dc) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Commitments, as applicable). Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22Section. In addition, including if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in letters of credit issued under any amendments necessary Refinanced Debt shall be reallocated to treat the applicable Loans and/or Commitments established Lenders under the Credit Agreement Refinancing Amendment as a new Class Indebtedness refinancing such Refinanced Debt accordance with the terms of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(ed) This Section Section 2.22 shall supersede any provisions in Section 2.17 Section 2.11, 9.03 or Section 9.02 12.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or any Incremental Revolving Loan Commitments then outstanding under this Agreement, ) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Loans in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto and (biii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Loans and Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement (Cvent Holding Corp.), Credit Agreement (Dragoneer Growth Opportunities Corp. II)
Refinancing Facilities. (a) On one or more occasions after the Effective Dateoccasions, the Borrower may obtain, from any Lender or any other bank, bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to provide any portion of Refinancing Term Loans Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, in each case pursuant to a Refinancing Amendment in accordance with this Section 2.22 2.17 (each, an “Additional Refinancing Lender”) (); provided that (i) the Administrative Agent and each L/C Issuer shall have consented (such consent not to be unreasonably withheld, conditioned conditioned, or delayed) to such Lender’s or Additional Refinancing Lender’s making providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, 10.06 for an assignment of Refinancing Term Loans Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender); provided, Credit Agreement further, that the following terms are satisfied:
(i) any Refinancing Indebtedness in respect of all Term Loans may participate on a pro rata basis or any portion on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans then (in accordance with the respective outstanding under this Agreementprincipal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a applicable Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.;
Appears in 2 contracts
Samples: Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Bellring Brands, Inc.)
Refinancing Facilities. (a) On The Borrower may from time to time, by written notice to the Administrative Agent, elect to add one or more occasions after the Effective Datetranches of term loans or revolving credit facilities under this Agreement (each a “Refinancing Facility”) or one or more series of senior unsecured notes or senior secured notes (“Refinancing Notes” and together with any Refinancing Facilities, the Borrower may obtain“Refinancing Debt”), from any Lender in each case, to refinance all or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any outstanding Term Loan, any Revolving Commitments or any Refinancing Term Facilities then in effect; provided that:
(i) such Refinancing Debt shall not have a principal or commitment amount (or accreted value) greater than the Loans pursuant to a or loans under any Refinancing Amendment Facility and, in accordance with this Section 2.22 the case of the Revolving Commitments or any revolving commitments under any Refinancing Facility, undrawn available commitments being refinanced (eachexcluding accrued interest, an “Additional Refinancing Lender”fees, discounts, premiums or expenses);
(ii) (provided that the Administrative Agent no Default or Event of Default shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) exist before and immediately after giving effect to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans Debt;
(iii) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects (except to the extent such consentrepresentation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such increase, if any, would be required under Section 9.04(b) for, and except to the extent that such Additional Refinancing Lender representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is a Purchasing Borrower Party or an Affiliated Lenderalready qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.18, the requirements representations and warranties contained in Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 9.04(g7.1;
(iv) and 9.04(f), respectively, no existing Lender shall be satisfied as if under any obligation to provide a commitment to any Refinancing Facility and any such Refinancing Term Loan were, an assignment of Term Loans decision whether to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant provide a commitment to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide Facility shall be in such Credit Agreement Refinancing Indebtedness.Lender’s sole and absolute discretion;
(bv) The effectiveness of any such Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) Facility shall be in an aggregate principal amount that is (x) not less than of at least $50,000,000 25,000,000 and (y) an integral multiple each commitment of $10,000,000 a Lender in excess thereof.
(d) Each respect of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent Facility shall be in a minimum principal amount of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriateat least $5,000,000, in the reasonable opinion case of a Refinancing Facility that is a revolving credit facility and at least $1,000,000 in the case of a Refinancing Facility that is a term loan (or, in each case, such lesser amounts as the Administrative Agent may agree);
(vi) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(vii) any such Refinancing Facility shall be subject to receipt by the Administrative Agent of:
(A) an agreement in writing entered into by the Credit Parties, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Refinancing Facility (each, a “Refinancing Facility Amendment”), which establishes such Refinancing Facility and sets forth the Borrower, terms and provisions thereof on terms consistent with and/or to effect the provisions of this Section 2.222.18;
(B) a certificate of the Borrower and each Guarantor dated as of the date of such Refinancing Facility signed by an Authorized Officer of the Borrower or such Guarantor certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such Refinancing Facility;
(C) a certificate of the Borrower dated as of the date of such Refinancing Facility signed by an Authorized Officer of the Borrower certifying that the conditions in clauses (ii) and (iii) above are true and correct as of the date of such Refinancing Facility;
(D) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Facility; and
(E) customary opinions of legal counsel to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility;
(viii) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(ix) such Refinancing Debt (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any amendments necessary Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to treat Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the applicable Loans and/or Commitments established under Administrative Agent);
(x) such Refinancing Facility or Refinancing Notes shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, Borrower and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing the Revolving Commitments and constituting revolving credit facilities, such Refinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) that is prior to the scheduled Revolving Commitment Termination Date, (B) to the extent refinancing a Term Loan or constituting term loan facilities, such Refinancing Facility will have a maturity date that is not prior to the date that 91 days after the scheduled maturity date of such Term Loan, and will have a weighted average life to maturity that is longer than the weighted average life to maturity of, the Term Loan being refinanced and (C) any Refinancing Notes shall mature no earlier than, and shall not have mandatory prepayment provisions (other than related to customary asset sale and change of control offers) that could result in prepayments of such Refinancing Notes prior to, the Loans or loans under a Refinancing Facility being refinanced;
(xi) if such Refinancing Facility is a term loan, then such term loan shall share ratably in any mandatory prepayments of any other Term Loan (or otherwise provide for more favorable prepayment treatment for one or more of the then outstanding Term Loans) and shall have ratable voting rights as the other Term Loans (or otherwise provide for more favorable voting rights for one or more of the then outstanding Term Loans);
(xii) if such Refinancing Facility is a revolving credit facility then (1) such Refinancing Facility shall have ratable voting rights as the Revolving Commitments (or otherwise provide for more favorable voting rights for the Revolving Commitments) and (2) such Refinancing Facility may provide for the issuance of Letters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the Revolving Commitments;
(xiii) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.1 or 2.2) and participations in Letters of Credit pursuant to Section 2.3 shall be allocated pro rata among the Revolving Commitments and any Refinancing Facility that is a revolving facility;
(xiv) subject to clause (x) above, such Refinancing Facility or Refinancing Notes will have terms and conditions that are substantially similar to, or less favorable, when taken as a whole, to the Lenders providing such Refinancing Facility than, the terms and conditions of the Revolving Commitments or revolving commitments under any Refinancing Facility or Term Loan or loan under any Refinancing Facility being refinanced; provided, however, that such Refinancing Facility or Refinancing Notes may provide for any additional or different financial or other covenants or other provisions that are applicable only during periods after the then latest maturity date in effect; and
(xv) substantially concurrent with the incurrence of such Refinancing Debt the Borrowers shall apply the Net Cash Proceeds of such Refinancing Debt to the prepayment of outstanding Loans or loans under the applicable Refinancing Facility being so refinanced (and, in the case of Refinancing Debt that refinances the Revolving Commitments or revolving commitments under a Refinancing Facility, the Borrower shall permanently reduce the amount of the Revolving Commitments or other revolving commitments being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility).
(b) The Lenders hereby expressly authorize the Administrative Agent to enter into any into, and the Lenders agree that this Agreement and the other Credit Documents shall be amended by, such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely Facility Amendments to the extent (and only to the extent) the Administrative Agent deems reasonably necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.18. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. In addition, if so provided in this Section 2.22the Refinancing Facility Amendment for a Refinancing Facility that constitutes a revolving facility and with the consent of each L/C Issuer, participations in Letters of Credit under the Revolving Commitments shall be reallocated from existing Lenders with Revolving Commitments to Lenders holding revolving commitments under such Refinancing Facility in accordance with the terms of such Refinancing Facility Amendment.
Appears in 2 contracts
Samples: Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)
Refinancing Facilities. (a) On The Company may, on one or more occasions on or after the Effective Closing Date, by written notice to the Borrower may obtainAdministrative Agent, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided Loan Indebtedness. Each such notice shall specify the date on which the Company proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Company shall repay or prepay then outstanding Term Borrowings of the applicable Class made to the Company (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.07(a) ratably,
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class” for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans of such Class, and
(iv) such Refinancing Term Loan Indebtedness will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtednesson the terms set out in an Acceptable Intercreditor Agreement.
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Company to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Term Loan DocumentsIndebtedness.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by the Company, without each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement.
(d) Notwithstanding anything to the contrary contained in this Section, and the Lenders hereby expressly authorize unless the Administrative Agent shall agree otherwise, after giving effect to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided transaction contemplated in this Section 2.22Section, there shall not be more than six Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (NCR Atleos Corp), Credit Agreement (NCR Atleos, LLC)
Refinancing Facilities. (a) On The Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more occasions additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement or (ii) one or more additional revolving facilities under this Agreement providing for revolving commitments (“Refinancing Revolving Credit Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances one or more Classes of Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement; provided that:
(i) no Default or Event of Default has occurred and is continuing or would result therefrom;
(ii) the principal amount of such Refinancing Debt or Refinancing Revolving Credit Commitments may not exceed the aggregate principal amount of the Term Loans or Revolving Credit Commitments being Refinanced plus accrued and unpaid interest thereon, any prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith;
(iii) the final maturity date of such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be earlier than the maturity date of the Term Loans (or, in the case of any unsecured or junior lien Refinancing Debt, no earlier than the date that is 91 days after the Effective Datelatest final maturity date of the Term Loans existing at the time of such refinancing or replacement) or Revolving Credit Commitments being Refinanced, and the Weighted Average Life to Maturity of such Refinancing Debt shall be no earlier than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced;
(iv) the other terms and conditions of such Refinancing Debt or Refinancing Revolving Credit Commitments (except as otherwise provided in clause (iii) above and with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms), taken as a whole shall (as reasonably determined by the Borrower) be substantially similar to, or (taken as a whole) not materially less favorable to the Borrower and its Subsidiaries than, the Borrower may obtainterms, from any Lender or any other banktaken as a whole, financial institution or other institutional lender or investor that agrees applicable to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (eachor Revolving Credit Commitments being Refinanced, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans except to the extent such consentcovenants and other terms apply solely to any period after the latest final Term Loan Maturity Date or Revolving Credit Maturity Date of the Term Loans and/or Revolving Credit Commitments being Refinanced (or, if anyin the case of any unsecured or junior lien Refinancing Debt, would after the date that is 91 days after such latest final Term Loan Maturity Date or Revolving Credit Maturity Date);
(v) the proceeds of such Refinancing Debt, Refinancing Revolving Credit Commitments or Refinancing Revolving Loans shall be required under applied, concurrently or substantially concurrently with the incurrence thereof (in accordance with Section 9.04(b) for4.4(b)(i)), and solely to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party repayment of the outstanding amount of one or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment more Classes of Term Loans to such Lender or Additional Refinancing Lender)permanently reduce one or more Classes of Revolving Credit Commitments and Revolving Credit Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreementas the case may be, in the form being Refinanced thereby;
(vi) each Class of Refinancing Term Loans or Refinancing Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay or replace any Class of outstanding Term Loans or Refinancing Revolving Credit Commitments pursuant in full);
(vii) no Subsidiary that is not also a Subsidiary Guarantor may be a borrower or a guarantor with respect to such Refinancing Debt, Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans;
(viii) Refinancing Debt, Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans may be unsecured or may only be secured by the Collateral and may rank pari passu or junior in right of payment and/or security with the remaining Revolving Credit Commitments, Revolving Credit Loans and/or Term Loans, so long as the holders of any Refinancing Debt, Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans that are junior in right of payment and/or security are subject to an Acceptable Intercreditor Agreement;
(ix) such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral;
(x) in the case of any Refinancing Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Credit Commitments does not exceed the aggregate amount of the Revolving Credit Commitments so terminated; and
(xi) any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Amendment; provided that no Lender is obligated hereunder Term Loans than to provide the Lenders holding such Credit Agreement Refinancing IndebtednessClass of Term Loans.
(b) The effectiveness of any Each such notice shall specify the date (each, a “Refinancing Amendment Effective Date”) on which the Borrower proposes that the Refinancing Debt be made or the Refinancing Revolving Credit Commitments shall become effective, which shall be subject a date not less than three (3) Business Days (or such shorter period as may be agreed to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by ) after the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those date on which such notice is delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsAgent.
(c) Each issuance The Borrower may approach any Lender or any other Person that would be an Eligible Assignee of the applicable Class of Loans or Commitments pursuant to Section 12.9(b) to provide all or a portion of the Refinancing Term Loans or Refinancing Revolving Credit Agreement Commitments (a “Refinancing Indebtedness under Section 2.22(a) Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans or Refinancing Revolving Credit Commitment made on any Refinancing Effective Date shall be designated a series (a “Refinancing Series”) of Refinancing Term Loans or Refinancing Revolving Credit Commitments for all purposes of this Agreement; provided that (i) any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an aggregate principal amount that is (x) not less than $50,000,000 increase in any previously established Refinancing Series of Refinancing Term Loans made to the Borrower and (yii) any Refinancing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an integral multiple increase in any previously established Refinancing Series of $10,000,000 in excess thereofRefinancing Revolving Credit Commitments.
(d) Each The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 5.16 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the parties hereto Refinancing Term Loans and Refinancing Revolving Credit Commitments, and Refinancing Revolving Loans on the terms specified by the Borrower) and hereby agrees that waive the requirements of this Agreement (including, but not limited to, Section 5.6 and Section 12.2) or any other Loan Document that may otherwise prohibit such Refinance or any other transaction contemplated by this Section 5.16. The Refinancing Term Loans and Refinancing Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among the Borrower and the applicable Refinancing Lenders providing such Refinancing Term Loans or Refinancing Revolving Credit Commitments (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section 5.16. The Refinancing Notes shall be established pursuant to documentation which shall be consistent with the provisions set forth in Section 5.16(a). Each Refinancing Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other Loan Documents may be amended pursuant to a Refinancing Amendment, parties hereto without the consent of any other Lenders, Lender (except with respect to Refinancing Revolving Credit Commitments as provided above) and the extent (but only Lenders hereby irrevocably authorize the Administrative Agent to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.225.16, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new tranches or sub-tranches in respect of the Refinancing Amendment Term Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans and such technical amendments as a new Class may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 4.3(a) (insofar as such schedule relates to payments due to Lenders, the Term Loans of which are Refinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans and/or Commitments hereunderof which are not Refinanced). The Administrative Agent shall be permitted, and the Lenders is hereby expressly authorize the Administrative Agent authorized, to enter into such Refinancing Amendments with the Borrower to effect the foregoing. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions as may be required by the Refinancing Lenders providing such Refinancing Amendment.
(e) This Section 2.22 shall supersede If any provisions Refinancing Revolving Credit Commitment is designated as an increase in Section 2.17 or Section 9.02 any previously established Refinancing Revolving Credit Commitment, on the Refinancing Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Refinancing Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series shall purchase from each of the other Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series, at the principal amount thereof and in the applicable currencies, such interests in the Revolving Credit Loans under such Refinancing Revolving Credit Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans of such Refinancing Series will be held by Refinancing Lenders thereunder ratably in accordance with the percentage of the total Refinancing Revolving Credit Commitments of all Refinancing Lenders represented by each such Refinancing Xxxxxx’s Refinancing Revolving Credit Commitment. After giving effect to any Refinancing Revolving Credit Commitments, all outstanding Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with a Revolving Credit Commitment in accordance with their revised Revolving Credit Commitment Percentages.
(f) The Administrative Agent is authorized to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) and to take all actions (and execute all documents) required (or otherwise deemed advisable by the Administrative Agent) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and the parties hereto acknowledge that any Acceptable Intercreditor Agreement will be binding upon them. Each Lender (i) hereby agrees that it will be bound by and will take no actions contrary solely to the extent provided provisions of any Acceptable Intercreditor Agreement and (ii) hereby authorizes and instructs the Administrative Agent to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof.
(g) Notwithstanding the terms of Sections 5.13, 5.16 and 5.17, in no event shall there be more than (i) four (4) tranches of revolving facilities in the aggregate in effect at any time (including the Revolving Credit Commitments, any Extended Revolving Credit Commitments and any Refinancing Revolving Credit Commitments) and (ii) six (6) tranches of term loans (including the Initial Term Loan, any Extended Term Loans, any Incremental Term Loans and any Refinancing Term Loans), in each case under this Section 2.22Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term the Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Loans then outstanding under this Agreement) or any then outstanding Refinancing Loans, in the form of Refinancing Term Loans or Refinancing Term Commitments each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other subordination agreement that is reasonably acceptable to the Administrative Agent; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security (to the extent secured) with the other Loans and Commitments hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto and (iii) no Lender is obligated hereunder Event of Default would exist immediately after giving effect to provide the funding of such Credit Agreement Refinancing Indebtedness.
(b) . The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Loans or Refinancing Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22Section. For the avoidance of doubt, including no Credit Agreement Refinancing Indebtedness can be used to prepay or repay any amendments necessary to treat Loans made on the applicable Loans and/or Commitments established under Closing Date without the Refinancing Amendment as a new Class of Loans and/or Commitments hereunderApplicable Prepayment Premium due thereon, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendmentif any.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 2 contracts
Samples: Credit Agreement (Par Technology Corp), Credit Agreement (2U, Inc.)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment of Refinancing Term Loans pursuant to Loan Indebtedness or Refinancing Revolving Commitments (provided that at no time shall there be more than a Refinancing Amendment in accordance with this Section 2.22 total of four Classes of revolving credit commitments outstanding hereunder). Each such notice shall specify the date (each, an a “Additional Refinancing LenderClosing Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made or on which such Refinancing Revolving Commitments shall become effective, an assignment of which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent. Such notice shall set forth, with respect to any Refinancing Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Loan Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, established thereby in the form of Refinancing Term Loans or with respect to any Refinancing Revolving Commitments (and the Refinancing Revolving Loans of the same Class), to the extent applicable, the following terms thereof: (A) the designation of such Refinancing Term Loans or Refinancing Revolving Commitments pursuant and Refinancing Revolving Loans, as applicable, as a new “Class” for purposes hereof, (B) the stated termination and maturity dates applicable to the Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class, (C) in the case of Refinancing Term Loans, amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (D) the interest rate or rates applicable to the Refinancing Term Loans or Refinancing Revolving Loans, as applicable, of such Class, (E) the fees applicable to the Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class, (F) in the case of Refinancing Term Loans, any original issue discount applicable thereto, (G) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans or Refinancing Revolving Loans, as applicable, of such Class, (H) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable (as determined by the Borrower in good faith) to the Lenders holding such Refinancing Amendment; Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class and (I) any financial maintenance covenant with which the Borrower shall be required to comply (provided that no Lender is obligated hereunder to provide any such Credit financial maintenance covenant for the benefit of any Class of Refinancing Lenders shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Refinancing Facility Agreement Refinancing Indebtednessbecomes effective).
(b) The effectiveness of any Refinancing Amendment Commitments will be effected pursuant to one or more Refinancing Facility Agreements, which shall be subject to consistent with the satisfaction on the date thereof of each of the conditions provisions set forth in Section 4.02 andclause (a) above, to executed and delivered by the extent reasonably requested by Borrower, each Refinancing Lender providing such Refinancing Commitment, and the Administrative Agent; provided that no Refinancing Commitments shall become effective unless:
(i) no Event of Default shall have occurred and be continuing on the Refinancing Closing Date;
(ii) on the Refinancing Closing Date, receipt by the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respect (or, in the case of the representations and warranties qualified as to materiality, in all respects) on and as of such earlier date;
(iii) the Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates other documents as required by the relevant Refinancing Facility Agreement and generally consistent with those delivered on the Original Effective Date under Section 4.01 of the Existing Credit Agreement other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Agent;
(iv) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Revolving Lender, each Refinancing Revolving Lender (iiA) reaffirmation agreements and/or such amendments to the Security Documents as may shall be reasonably requested by acceptable to the Administrative Agent in order (such acceptance not to ensure that be unreasonably withheld) and (B) shall be approved by each Issuing Bank (such Credit Agreement Refinancing Indebtedness is provided approval not to be unreasonably withheld;
(v) substantially concurrently with the benefit incurrence of any Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Incremental Term Loans of the applicable Class or Classes being refinanced (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan DocumentsIndebtedness; and
(vi) substantially concurrently with the effectiveness of any Refinancing Revolving Commitments, the Borrower shall reduce then outstanding Revolving Commitments in an aggregate amount equal to the aggregate amount of such Refinancing Revolving Commitments and shall make any prepayments of the outstanding Revolving Loans required pursuant to Section 2.10 in connection with such reduction, and any such reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their individual Revolving Commitments.
(c) Each issuance Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of Credit Agreement the Refinancing Term Loan Indebtedness under Section 2.22(a) shall be or the Refinancing Revolving Commitments may elect or decline, 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 thereofits sole discretion, to provide any Refinancing Term Loan Indebtedness or Refinancing Revolving Commitments, as the case may be.
(d) Each of Refinancing Facility Agreement shall be binding on the parties hereto hereby agrees that this Agreement Lenders, the Loan Parties and the other Loan Documents parties hereto and may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or or Refinancing Revolving Commitments established under (and the Refinancing Amendment Revolving Loans of the same Class) as a new Class “Class” of Loans and/or Commitments commitments or loans hereunder, and the Lenders hereby expressly authorize the . The Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 promptly notify each Lender as to the contrary solely to the extent provided in this Section 2.22effectiveness of each Refinancing Facility Agreement.
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions after the Effective Dateoccasions, the Borrower may obtain, from any Lender or any other bank, bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to provide any portion of Refinancing Term Loans Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, in each case pursuant to a Refinancing Amendment in accordance with this Section 2.22 2.17 (each, an “Additional Refinancing Lender”) (); provided that the Administrative Agent Agent, the Swing Line Lender and each L/C Issuer shall have consented (such consent not to be unreasonably withheld, conditioned conditioned, or delayed) to such Lender’s or Additional Refinancing Lender’s making providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, 10.06 for an assignment of Refinancing Term Loans Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender); provided, Credit Agreement further, that the following terms are satisfied:
(i) any Refinancing Indebtedness in respect of all Term Loans may participate on a pro rata basis or any portion on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans then (in accordance with the respective outstanding under this Agreementprincipal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a applicable Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.;
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, obtain from any existing Lender or any other bank, financial institution Person reasonably satisfactory to the Borrower (any such existing Lender or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, Person being called an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable class of Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (b) for the Borrower, all or any portion of the Revolving Credit Commitments (including the corresponding portion of the Revolving Credit Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Refinancing Other Term Loans or Refinancing Other Term Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionssuch Refinancing Indebtedness shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be reasonably requested agreed by the Administrative Agent in order to ensure that Borrower and the Additional Refinancing Lenders thereof, (iii) such Credit Agreement Refinancing Indebtedness is provided with shall only be secured by assets consisting of Collateral, (iv) the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 affirmative and (y) an integral multiple of $10,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent negative covenants (but only to not the extentfinancial maintenance covenants) necessary to and events of default (i) reflect other than, for the existence and terms avoidance of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriatedoubt, in the reasonable opinion of the Administrative Agent and the Borrowermaturity, to effect the provisions of this Section 2.22fees, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunderdiscounts, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.interest rate, redemption 97 US-DOCS\146702970.0000000000.7
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Loan Indebtedness. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class made to the Borrower (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.09(a) ratably;
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Loans, to the extent applicable, the following terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class” for all purposes hereof, (b) the stated termination and maturity dates applicable to the Refinancing Term Loans of such Class, (c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (d) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis or less than a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans of such Class, and
(iv) such Refinancing Term Loan Indebtedness will, to the extent secured, rank pari passu or junior in right of payment and/or of security with the other Loans and Commitments pursuant to a hereunder, in the case of junior Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Term Loan Indebtedness, on the terms set out in an Acceptable Intercreditor Agreement.
(b) The effectiveness Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Term Loan DocumentsIndebtedness.
(c) Each issuance of Credit Agreement Any Refinancing Indebtedness under Section 2.22(a) Term Loans 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.
(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended established pursuant to a Refinancing AmendmentFacility Agreement executed and delivered by the Borrower, without each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender). Each Refinancing Facility Agreement shall be binding on the Lenders, to the extent (but only to Loan Parties and the extent) necessary to (i) reflect the existence other parties hereto and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.23, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or Commitments established under the Refinancing Amendment as a new Class “Class” of Loans and/or Commitments loans hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement.
(d) Notwithstanding anything to the contrary contained in this Section 2.23, and the Lenders hereby expressly authorize unless the Administrative Agent shall agree otherwise, after giving effect to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided transaction contemplated in this Section 2.222.23, there shall not be more than ten Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.
Appears in 1 contract
Samples: Credit Agreement (ZimVie Inc.)
Refinancing Facilities. (a) On The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more occasions after the Effective Dateadditional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”) or one or more series of loans or debt securities (“Refinancing Debt”), the Borrower may obtainwhich refinance, from renew, replace, defease or refund one or more Tranches of Term Loans (including any Lender or any other bankIncremental Term Loans, financial institution Extended Term Loans or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Loans) under this Agreement or then existing Refinancing Amendment in accordance with this Section 2.22 (eachDebt; provided, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans and/or Refinancing Debt may not be in an amount greater than the aggregate principal amount of the Term Loans or Refinancing Debt being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans and/or Refinancing Debt; provided, further, that such aggregate principal amount may also be increased to the extent such consent, if any, would be required under additional amount is capable of being incurred at such time pursuant to Section 9.04(b) for, 6.01 (and Section 6.02 to the extent that secured) and such Additional Refinancing Lender is a Purchasing Borrower Party or excess incurrence shall for all purposes hereof be an Affiliated Lender, incurrence under the requirements relevant subclauses of Section 9.04(g6.01 (and Section 6.02 to the extent secured). Each such notice shall specify the date (each, a “Refinancing Effective Date”) and 9.04(f), respectively, on which the Borrower proposes that the Refinancing Term Loans shall be satisfied as if made or the Refinancing Debt shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loan were, an assignment Loans and/or Refinancing Debt shall not be shorter than the remaining Weighted Average Life to Maturity of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Debt being refinanced (without giving effect to any prepayments of originally scheduled amortization of such Term Commitments Loans or Refinancing Debt being refinanced) and the Refinancing Term Loans and/or Refinancing Debt shall not have a final maturity before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans and/or Refinancing Debt shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment and redemption terms, and mandatory prepayment and redemptions upon the occurrence of an event of default or pursuant to customary change of control (in the case of notes) or asset sale prepayments or offers, in each case as to not conflict with the corresponding provisions of this Agreement, and as may be agreed to by the Borrower and the relevant Refinancing Term Loan Lenders (as defined below) and/or Refinancing Debt Holders (as defined below);
(iii) such Refinancing Term Loans and/or Refinancing Debt shall not be guaranteed by any Person other than the Borrower or a Guarantor;
(iv) in the case of any such Refinancing AmendmentTerm Loans and/or Refinancing Debt that are secured (a) such Refinancing Term Loans and/or Refinancing Debt are secured by only assets comprising Collateral (as defined in the Security Documents), and not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral (as defined in the Security Documents);
(v) all other terms applicable to such Refinancing Term Loans and/or Refinancing Debt (excluding pricing and optional prepayment or redemptions terms) shall (I) be substantially identical to, or (taken as a whole) be otherwise not more favorable to the Refinancing Term Loan Lenders and/or Refinancing Debt Holders than those applicable to the Term Loans or Refinancing Debt being refinanced (except to the extent such covenants and other terms apply solely to any period after the Maturity Date of the Term Loans being refinanced) or (II) reflect current market terms and conditions when taken as a whole at the time of incurrence or issuance (as reasonably determined by the Borrower); provided provided, that no Lender is obligated hereunder Refinancing Term Loans and/or Refinancing Debt may rank pari passu or junior in right of payment and/or security with the remaining Term Loans, so long as the holders of any Refinancing Term Loans and/or Refinancing Debt are subject to provide the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Credit Intercreditor Agreement Refinancing on their behalf), or are unsecured; provided, further, that a certificate of a Responsible 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 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 the foregoing clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects).
(b) The effectiveness Borrower may approach any Lender or any other Person that would be an Eligible Assignee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”) or any Person to provide all or a portion of the Refinancing Debt (a “Refinancing Debt Holder”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans and/or Refinancing Debt may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or purchase Refinancing Debt. Any Refinancing Term Loans made on any Refinancing Amendment Effective Date shall be subject to the satisfaction on the date thereof designated a series (a “Refinancing Term Loan Series”) of each Refinancing Term Loans for all purposes of the conditions set forth in Section 4.02 andthis Agreement; provided that any Refinancing Term Loans may, to the extent reasonably requested by provided in the Administrative Agentapplicable Refinancing Term Loan Amendment, receipt by the Administrative Agent be designated as an increase in any previously established Refinancing Term Loan Series of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Refinancing Term Loans made to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsBorrower.
(c) Each issuance The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.19(a) (including, for the avoidance of Credit doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Debt on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by Section 2.19(a). The Refinancing Indebtedness under Section 2.22(a) Term Loans shall be in established pursuant to 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.
(d) Each of the parties hereto hereby agrees that amendment to this Agreement among the Borrower and the other Refinancing Term Loan Documents may Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be amended consistent with the provisions set forth in Section 2.19(a). The Refinancing Debt shall be established pursuant to a Refinancing AmendmentDebt Agreement which shall be consistent with the provisions set forth in Section 2.19(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto without the consent of any other Lenders, Lender and the Lenders hereby irrevocably authorize the Administrative Agent to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.19, including any amendments necessary in order to treat the applicable Loans and/or Commitments established under establish new Tranches or sub-Tranches in respect of the Refinancing Amendment Term Loans and such technical amendments as a new Class may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.09(b) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans and/or Commitments hereunderof which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and the Lenders each is hereby expressly authorize the Administrative Agent authorized, to enter into any such Refinancing Amendmentamendments with the Borrower to effect the foregoing.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower or any Guarantor may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Revolving Loans and/or Revolving Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or any Incremental Revolving Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Loans or Refinancing Revolving Loan Commitments in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto and either, at the option of the Borrower, (bA) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date) or (B) if not substantially consistent with the terms of the corresponding Refinanced Debt, are not materially more restrictive to Holdings and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date) (it being understood that (A) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such financial maintenance covenant is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement) and (iii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Loans and Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Commitments or Refinancing Revolving Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any Lenders other than any Lenders providing such Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22Section. For the avoidance of doubt, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereundersatisfaction of, and the Lenders hereby expressly authorize or consent by, the Administrative Agent shall not be required to enter into any the extent that such Administrative Agent is removed or replaced in connection with such Refinancing AmendmentAmendment (in accordance with the terms of hereof).
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 1 contract
Samples: First Lien Credit Agreement (Allvue Systems Holdings, Inc.)
Refinancing Facilities. xxix)
(a) On one or more occasions Upon at least ten Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders) and subject to the terms and conditions of this Section 2.23, at any time after the Effective Date, the Borrower may obtain, from any Lender solicit the existing Lenders or any other bank, financial institution or other institutional lender or investor that agrees prospective lenders determined by the Borrower to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 one or more new unsecured term facilities (each, an a “Additional Refinancing Term Facility”) or new unsecured revolving credit facilities (each a “Refinancing Revolving Facility” and, together with any Refinancing Term Facility, collectively, the “Refinancing Facilities”), or with one or more additional series of senior unsecured notes or loans (and such notes or loans, “Refinancing Notes”), in each case to refinance one or more Classes of Loans and/or Commitments hereunder, all on terms agreed by the Borrower and the lender(s) or purchaser(s) providing the applicable Refinancing Facility or Refinancing Notes; provided that:
(i) no Event of Default exists or would exist after giving effect to the incurrence or issuance of such Refinancing Facility or Refinancing Notes;
(ii) [reserved];
(iii) any Refinancing Term Facility or Refinancing Notes will not mature prior to the stated maturity date of, or have a shorter weighted average life than, Loans under the Classes being refinanced (without giving effect to prepayments) (or if later, one year after the final stated expiration date applicable to the then existing Revolving Credit Commitments), or, with respect to any Refinancing Notes, have mandatory prepayment provisions (other than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such Refinancing Notes prior to, the Loans under the Classes being refinanced,
(iv) any Refinancing Revolving Facility does not expire prior to the expiration date of the revolving Commitments being refinanced,
(v) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount of the Classes being refinanced or replaced, plus any fees, premiums, original issue discount and accrued interest associated therewith and costs and expenses related thereto, and such Classes being refinanced or replaced will be permanently reduced concurrently with the issuance thereof,
(vi) any Refinancing Facility or Refinancing Notes shall not be guaranteed by any Person other than the Guarantors under the Classes being refinanced or replaced, and
(vii) the covenants and events of default of such Refinancing Facility or Refinancing Notes, if not consistent with the terms of the Revolving Credit Facility, shall be reasonably satisfactory to the Administrative Agent (it being understood that covenants and events of default not materially more restrictive to the Borrower, when taken as a whole, than the terms of the initial Revolving Loans, and any more-restrictive covenants and events of default if (1) Lenders under the Revolving Credit Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the expiration date of the Revolving Credit Facility, are in each case reasonably satisfactory to the Administrative Agent);
(b) Existing Lenders may, but shall not be obligated to without their prior written consent, provide a commitment, purchase any notes and/or make any loans pursuant to any Refinancing Facility or Refinancing Notes, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Refinancing Facility or Refinancing Notes. The proceeds of any Refinancing Facility or Refinancing Notes will be applied, substantially concurrently with the incurrence thereof, to the pro rata payment of outstanding Loans of the Classes being so refinanced.
(c) The notice from the Borrower to the Administrative Agent delivered pursuant to Section 2.23(a) shall set forth the requested amount and proposed terms of the Refinancing Facilities or Refinancing Notes, which proposed terms shall not be inconsistent with the requirements of Section 2.23(a). Refinancing Facilities and Refinancing Notes (or any portion thereof) may be provided by any existing Lender specified by the Borrower or by any other bank or financial institution (any such bank or other financial institution, a “Refinancing Lender”) (), provided that in the case of a Refinancing Facility the Administrative Agent shall have consented (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making ’s, as the case may be, providing such Refinancing Term Loans to the extent Facilities if such consent, if any, consent would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, 9.04 for an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in as the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as case may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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 thereofbe.
(d) Each of the parties hereto hereby agrees that Refinancing Facilities shall become effective, and commitments thereunder shall become Commitments under this Agreement and pursuant to an amendment (a “Refinancing Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents may be amended pursuant Documents, executed by the Borrower, each Lender agreeing to a provide such Refinancing AmendmentFacility, if any, each Refinancing Lender, if any, and the Administrative Agent. A Refinancing Facility Amendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment2.23.
(e) This If any Refinancing Facilities are added in accordance with this Section 2.22 2.23, the Borrower, in consultation with the Administrative Agent, shall determine the effective date (the “Refinancing Effective Date”) and the final allocation of such Refinancing Facilities. The Administrative Agent shall promptly notify the Lenders of the final allocation of such Refinancing Facilities and the Refinancing Effective Date.
(f) On the Refinancing Effective Date, each Lender or Refinancing Lender which is providing a portion of a Refinancing Facility (i) shall become a Lender for all purposes of this Agreement and the other Loan Documents and (ii) shall have a commitment under such Refinancing Facility which shall become a Commitment hereunder.
(g) Upon each establishment of a Refinancing Revolving Facility with respect to a Class of revolving commitments (which may include the Revolving Credit Facility) pursuant to this Section 2.23, (i) each Lender under such Class being refinanced immediately prior to the effectiveness of such Refinancing Facility (each a “Revolving Refinanced Lender”) will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Refinancing Lender, if any, in each case providing a portion of such Refinancing Facility (each a “Revolving Refinancing Lender”), and each such Revolving Refinancing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Refinanced Lender’s participation interests hereunder in outstanding Letters of Credit (if any) such that, after giving effect to the effectiveness of such Refinancing Facility and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Refinanced Lender and Revolving Refinancing Lender will equal such Xxxxxx’s pro-rata share of the combined Commitments under the Class being so refinanced and such Refinancing Facility and (ii) if, on the date of effectiveness of such Refinancing Facility, there are any Loans outstanding of the Class being so refinanced, the Administrative Agent and the Borrower shall take those steps which they deem, by mutual agreement, necessary and appropriate to result in each Revolving Refinanced Lender and Revolving Refinancing Lender having a pro-rata share of the outstanding Loans based on each such Lender’s pro-rata share of the combined Commitments under the Class being so refinanced and such Refinancing Facility immediately after giving effect to such Refinancing Facility. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.
(h) The provisions of this Section 2.23 shall supersede any provisions in provision of Section 2.17 2.19 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 1 contract
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Company may (on behalf of any applicable Borrower) obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Term Revolving Credit Loans or Refinancing Term Commitments Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins (bincluding “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Company and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the applicable Administrative Agent (solely in the case of the Term Loan Administrative Agent, acting at the direction of the Blackstone Representative) or the Blackstone Representative, receipt by the applicable Administrative Agent of (i) customary legal opinionsreaffirmation agreements and board resolutions, board resolutions and officers’ certificates and legal opinions consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The applicable Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or and Commitments established under the subject thereto as Refinancing Amendment as a new Class of Loans and/or Commitments hereunderTerm Loans, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.139 #95598837v24
(eb) This Section 2.22 2.18 shall supersede any provisions in of Section 2.17 or Section 9.02 10.01 to the contrary solely to the extent provided in this Section 2.22.contrary. ARTICLE III
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions after Notwithstanding anything to the Effective Datecontrary in this Agreement, the Borrower may obtainby written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, from “Refinancing Term Loans”), all Net Cash Proceeds of which are used to refinance in whole or in part any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion Class of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 2.8(c)(i). Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (provided that 5) Business Days after the date on which such notice is delivered to the Administrative Agent shall have consented (or such consent not shorter period agreed to be unreasonably withheld, conditioned or delayedby the Administrative Agent in its sole discretion); provided that:
(i) before and after giving effect to such Lender’s or Additional Refinancing Lender’s making the borrowing of such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Refinancing Effective Date each of the conditions set forth in Section 4.02 3.1 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue dis- count, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.14(a)(H)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially similar to, or no less favorable to the Borrower and its Subsidiaries, when taken as a whole, than (as reasonably determined by the Borrower), the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to the Term Loans being refinanced unless less favorable terms are added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Refinancing Term Loans, together with a reasonably detailed description of the material terms and 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 requirements in this clause (v) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (v) unless the Required Lenders through the Administrative Agent notify the Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu or junior in right of security to the Term Loans, such Liens will be subject to a customary intercreditor agreement;
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans; and
(viii) Refinancing Term Loans shall not be secured by any assets of the Borrower and its Subsidiaries other than the Collateral.
(b) The Borrower may approach any Lender or any other person that would be an Eligible Assignee to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that:
(i) before and after giving effect to the establishment of such Replacement Revolving Credit Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.1 shall be satisfied;
(ii) after giving effect to the establishment of any Replacement Revolving Credit Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(iii) no Replacement Revolving Credit Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being replaced;
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no less favorable to the Borrower and its Subsidiaries than (as reasonably determined by the Borrower), those, taken as a whole, applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Credit Termination Date in effect at the time of incurrence or added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Replacement Revolving Credit Commitments, together with a reasonably detailed description of the material terms and conditions of such Replacement Revolving Credit Commitments or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements in this clause (iv) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (iv) unless the Required Lenders through the Administrative Agent notify the Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree);
(v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility;
(vi) Replacement Revolving Credit Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral; and
(vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank pari passu or junior in right of security to the Revolving Loans, such Liens will be subject to a customary intercreditor agreement.
(d) In addition, the Borrower may establish Replacement Revolving Credit Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Credit Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Credit Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Credit Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 3.1 shall be satisfied to the extent required by the relevant agreement governing such Replacement Revolving Credit Commitments, (ii) the remaining life to termination of such Replacement Revolving Credit Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Credit Commitments shall be no earlier than the termination date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank pari passu or junior in right of security to the Revolving Loans, such Liens will be subject to a customary intercreditor agreement, (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than (as reasonably determined by the Borrower), those applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to the Term Loans being refinanced or are added for the benefit of the Lenders). Solely to the extent that an L/C Issuer is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such L/C Issuer shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such L/C Issuer to withdraw as an L/C Issuer at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably requested by satisfactory to such L/C Issuer in its sole discretion. The Borrower agrees to reimburse each L/C Issuer in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(e) The Borrower may approach any Lender or any other person that would be an Eligible Assignee of a Revolving Credit Commitment to provide all or a portion of the Administrative AgentReplacement Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, receipt by the Administrative Agent of (i) customary legal opinionsin its sole discretion, board resolutions and officers’ certificates consistent with those delivered to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on the any Replacement Revolving Facility Effective Date other than changes shall be designated an additional Class of Revolving Credit Commitments for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to such legal opinion resulting from a change the extent provided in lawthe applicable Refinancing Amendment, change be designated as an increase in fact or change to counsel’s form any previously established Class of opinion reasonably satisfactory Revolving Credit Commitments.
(f) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have a Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.16), (i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is required to be in any minimum amount or any minimum increment, (ii) reaffirmation agreements and/or such amendments there shall be no condition to the Security Documents as may be reasonably requested by the Administrative Agent any incurrence of any Refinancing Term Loan or Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
clauses (a) or (c) Each issuance of above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Credit Agreement Refinancing Indebtedness under Section 2.22(a) Commitments and all obligations in respect thereof 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.
(d) Each of the parties hereto hereby agrees that Obligations under this Agreement and the other Loan Documents may be amended pursuant to a that rank equally and ratably in right of security with the Term Loans and other Obligations (other than Incremental Term Loans and Refinancing AmendmentTerm Loans that rank junior in right of security with the Term Loans, without the consent of any other Lenders, and except to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentTerm Loans are secured by the Collateral on a junior lien basis in accordance with the provisions above).
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional new lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 10.06 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the Administrative Agent shall have consented (in consultation with the Borrower) (such consent acceptance not to be unreasonably withheld, conditioned withheld or delayed) to and provided further that any such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness held or to be held or loaned by the Sponsor or its Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees (or Debt Fund Affiliates, as they case may be) pursuant to the terms of Section 10.06) (each such new lender being an “Additional Lender”), Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) in respect of all or any portion of the Term Loans (“Refinanced Term Loans”) (such Permitted Equal Priority Refinancing Debt, “Refinancing Term Loans”) or Revolving Credit Loans (“Refinanced Revolving Credit Loans”) (such Permitted Equal Priority Refinancing Debt, “Refinancing Revolving Credit Loans” and the corresponding commitments, the “Refinancing Revolving Credit Commitments”) then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Term Commitment Increase or any then outstanding Revolving Credit Loans under any Revolving Credit Commitment Increase) and any then outstanding Refinanced Term Loans in the form of Refinancing Refinanced Term Loans or Refinancing Refinanced Term Commitments or any then outstanding Refinanced Revolving Credit Loans in the form of Refinanced Revolving Credit Loans or refinanced Revolving Credit Commitments, in each case, pursuant to a Refinancing Amendment; provided provided, that no Lender is obligated hereunder such Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) (i) shall be pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will, to provide such the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
” and “Permitted Equal Priority Refinancing Debt”, have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders thereof and (biii) will, to the extent in the form of Refinancing Revolving Credit Loans (and corresponding Refinancing Revolving Credit Commitments), participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and Revolving Credit Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans or Refinancing Revolving Credit Loans (iiand corresponding Refinancing Revolving Credit Commitments)) and any Refinanced Term Loans or Refinanced Revolving Credit Loans (and the corresponding refinanced Revolving Credit Commitments) being replaced or refinanced with such Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment2.18.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Samples: Senior Secured First Lien Credit Agreement (Dynatrace Holdings LLC)
Refinancing Facilities. (a) On one or more occasions after Upon written notice to the Effective DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may obtain, from time to time elect to refinance any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion Class of Refinancing Incremental Term Loans pursuant to a Refinancing Amendment or Revolving Credit Commitments, in accordance whole or in part, with this Section 2.22 one or more new term loan facilities (each, an a “Additional Refinancing LenderTerm Facility”) or new revolving credit facilities (provided that each, a “Refinancing Revolving Credit Facility”; the Refinancing Term Facilities and the Refinancing Revolving Credit Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making and the institutions providing such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Facility or Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Revolving Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this AgreementFacility or, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness case of any Refinancing Amendment shall series of Incremental Term Loans, with one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on a pari passu basis or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations and will be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent and (any such notes or loans, “Refinancing Equivalent Debt”); provided that (i) except with respect to customary bridge loans, any Refinancing Term Facility or Refinancing Equivalent Debt does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans or Incremental Term Loans being refinanced, (ii) reaffirmation agreements and/or such amendments any Refinancing Revolving Credit Facility does not mature prior to the Security Documents maturity date of the Revolving Credit Commitments being refinanced, (iii) the other terms and conditions of such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt (excluding pricing and optional prepayment or redemption terms) are (taken as may a whole) no more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt, as applicable, than those applicable to the Term Loans, Incremental Term Loans or the Revolving Credit Commitments being refinanced, (iv) there shall be reasonably requested by no borrower, issuer and/or guarantor under any Refinancing Equivalent Debt other than the Administrative Agent in order to ensure that such Credit Agreement Borrower and/or the Subsidiary Guarantors, as applicable, (v) the proceeds of any Refinancing Indebtedness is provided Facility or Refinancing Equivalent Debt shall be applied, substantially simultaneously with the benefit incurrence thereof, to the prepayment of outstanding Loans (and, in the applicable Loan Documents.
case of any Refinancing Facility or Refinancing Equivalent Debt the proceeds of which are used to refinance the Revolving Credit Commitments, to the pro rata commitment reduction) under the facility being refinanced, and (cvi) to the extent secured, any such Refinancing Facility or Refinancing Equivalent Debt shall not be secured by any lien on any asset that does not also secure the Facilities. Each issuance of Credit Agreement such notice shall specify the date on which the Borrower proposes that the Refinancing Indebtedness under Section 2.22(a) Facility shall be in an aggregate principal amount that is (x) made or the Refinancing Equivalent Debt shall be issued, which shall be a date not less than $50,000,000 and three (y3) an integral multiple of $10,000,000 in excess thereof.
(d) Each of Business Days after the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, date on which such notice is delivered to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentAgent.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, obtain from any existing Lender or any other bank, financial institution Person reasonably satisfactory to the Borrower (any such existing Lender or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, Person being called an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (b) for the Borrower, all or any portion of the Revolving Credit Commitments (including the corresponding portion of the Revolving Credit Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Refinancing Other Term Loans or Refinancing Other Term Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided 100 US-DOCS\136335661.3140506888.9 that no Lender is obligated hereunder to provide (i) such Credit Agreement Refinancing Indebtedness shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) such Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) such Refinancing Indebtedness shall only be secured by assets consisting of Collateral, (iv) the affirmative and negative covenants (but not the financial maintenance covenants) and events of default (other than, for the avoidance of doubt, maturity, fees, discounts, interest rate, redemption terms and redemption premiums) of Refinancing Indebtedness.
, if not consistent with the terms of the Loans, shall not be materially more restrictive to the Loan Parties when taken as a whole (bas reasonably determined by the Borrower) than the terms of the Loans being refinanced (or, in the case of Refinancing Indebtedness that refinances the Term Loans, or the Loans under an Incremental Term Facility, in their entirety, shall be consistent with “market” terms at the time of incurrence), (v) such Refinancing Indebtedness satisfies the requirements set forth in the definition of “Refinancing Indebtedness”, (vi) if such Refinancing Indebtedness is secured on a junior basis to the Term Loans or the debt being refinanced is subject to an intercreditor agreement, the Administrative Agent acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement reasonably satisfactory to the Borrower and the Administrative Agent and (vii) no Restricted Subsidiary is a Guarantor with respect to such Refinancing Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed the Obligations. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof participating Additional Refinancing Lenders. Each class of each Refinancing Indebtedness (other than in connection with an extension of the conditions set forth maturity of Term Loans, Revolving Credit Loans or Revolving Credit Commitments) incurred under this Section 2.18 shall be in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent an integral multiple of (i) customary legal opinions, board resolutions $1,000,000 and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple 25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of $10,000,000 in excess thereof.
(d) Refinancing Indebtedness set forth above. Subject to the consent of the L/C Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (ii) Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) 2.18. This Section 2.22 2.18 shall supersede any provisions in Section 2.17 or 2.12 and Section 9.02 11.01 to the contrary. Notwithstanding anything to the contrary solely in this Section 2.18 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Credit Commitments, (2) to the extent provided dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the L/C Issuers, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in this accordance with all other Revolving Credit Commitments, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non- rata basis as compared to any other class with a later maturity date than such class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. The Lenders agree that, subject to Section 2.22.2.05(a), the Borrower may require the Lenders holding Refinancing Indebtedness to assign their Loans and Commitments to the providers of the Refinancing Indebtedness. 101 US-DOCS\136335661.3140506888.9
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions occasions, by written notice to the Specified Agents, request the establishment hereunder of (i) one or more additional Classes of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”) will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and, if applicable under such Class, acquire participations in the Letters of Credit and Swing Line Loans and all the then existing Revolving Commitments will be refinanced in full or (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”). Each such notice shall specify (A) the date on which the Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the Applicable Facility Agent) after the Effective Datedate on which such notice is delivered to the Specified Agents, (B) the Borrower may obtain, from amount of the Refinancing Commitments requested to be established and (C) the identity of each Person proposed to become a Refinancing Lender in connection therewith (it being agreed that (x) any Lender or any other bank, financial institution or other institutional lender or investor that agrees approached to provide any portion of Refinancing Term Loans pursuant Commitment may elect or decline, in its sole discretion, to provide such Refinancing Commitment and (y) any Person that the Borrower proposes to be a Refinancing Amendment in accordance with this Section 2.22 (eachLender, if such Person is not then a Lender, must be an “Additional Refinancing Lender”) (provided that Eligible Assignee and must be approved by the General Administrative Agent shall have consented and the Applicable Facility Agent and, in the case of any proposed Refinancing Revolving Lender, each Issuing Bank and the Swing Line Lender (such consent approvals not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness terms and conditions of any Refinancing Amendment Commitments and the Refinancing Loans to be made thereunder shall be as determined by the Borrower and the applicable Refinancing Lenders and set forth in the applicable Refinancing Facility Agreement; provided that an Issuing Bank or the Swing Line Lender shall not be required to issue, amend or extend any Letter of Credit under any Refinancing Revolving Commitments or make any Swing Line Loan, as applicable, unless such Issuing Bank or the Swing Line Lender, as the case may be, shall have consented to act in such capacity under the Refinancing Revolving Commitments; provided further that (i) the stated termination date applicable to the Refinancing Commitments of any Class and the Refinancing Term Loan Maturity Date of any Class shall not be earlier than the Maturity Date of the Class of Commitments or Loans being refinanced, (ii) in the case of any Refinancing Term Loans, the weighted average life to maturity of such Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Term Loans being refinanced (and, for purposes of determining the weighted average life to maturity of such Class of Term Loans being refinanced, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the satisfaction amortization schedule applicable to (and the effect thereon of any prepayments of) any Refinancing Term Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (iii) any Refinancing Term Loans may participate in any mandatory prepayments hereunder on a pro rata basis (or on a basis that is less than pro rata) with the other Term Loans, but may not provide for mandatory prepayment requirements that are more favorable to the Refinancing Term Loan Lenders than those applicable to the Tranche A Term Loans and Tranche B Term Loans, (iv) any Refinancing Commitments and Refinancing Loans made thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Loans and Commitments hereunder (and shall not be secured by any assets other than the Collateral), and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, and (v) except for the terms referred to above, to the extent the terms of any Refinancing Commitments or Refinancing Loans (other than interest rates (whether fixed or floating), interest margins, benchmark rate floors, fees, original issue discounts and prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent with those of the Class of Loans being refinanced, such differences shall be reasonably acceptable to the Applicable Facility Agent (except for terms benefitting the Refinancing Lenders (A) where this Agreement is amended to include such beneficial terms for the benefit of all Lenders or (B) applicable only to periods after the latest Maturity Date in effect as of the date of establishment or incurrence of such Refinancing Commitments or Refinancing Loans). In the event any Refinancing Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Incremental Term Loans or Extended/Modified Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof of each for US federal income tax purposes), such Refinancing Term Loans may, at the election of the conditions Borrower, be treated as a single Class with such outstanding Term Loans or such Incremental Term Loans or Extended/Modified Term Loans, and the scheduled Installments set forth in Section 4.02 and, 2.12 with respect to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent any such Class of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as Term Loans may be reasonably requested by the Administrative Agent in order increased to ensure that reflect scheduled amortization of such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsTerm Loans.
(c) Each issuance The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower, each Refinancing Lender providing such Refinancing Commitments, the General Administrative Agent and the Applicable Facility Agent and, in the case of Refinancing Revolving Commitments, as applicable, each Issuing Bank and/or the Swing Line Lender; provided that no Refinancing Commitments shall become effective unless (i) the Borrower shall have delivered to the General Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date as shall reasonably be requested by the General Administrative Agent in connection therewith, (ii) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated and the Borrower shall make any prepayment or deposit required to be made under Section 2.14(e) as a result thereof and shall pay all interest on the amounts prepaid and all fees accrued on the Revolving Commitments (it being understood, however, that any Letters of Credit Agreement may continue to be outstanding under the Refinancing Indebtedness under Section 2.22(aRevolving Commitments, in each case on terms agreed by each applicable Issuing Bank and specified in the applicable Refinancing Facility Agreement) and (iii) in the case of any Refinancing Term Loan Commitments, (A) substantially concurrently with the effectiveness thereof, the Borrower shall be obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount that is equal to the aggregate amount of such Refinancing Term Loan Commitments (xless the aggregate amount of accrued and unpaid interest, fees and premiums (if any) not less than $50,000,000 with respect to such outstanding Term Borrowings, any original issue discount or upfront fees applicable to such Refinancing Term Loans and any reasonable fees, premium and expenses relating to such refinancing) and (yB) an integral multiple any such prepayment of $10,000,000 in excess thereof.
(d) Each Term Borrowings of any Class shall be applied to reduce the parties hereto hereby agrees that this Agreement and the other Loan Documents may subsequent Installments to be amended made pursuant to Section 2.12 with respect to Term Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the case of a prepayment of Eurodollar Rate Term Borrowings, shall be subject to Section 2.18(c). Each Refinancing AmendmentFacility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the General Administrative Agent and the BorrowerApplicable Facility Agent, to give effect to the provisions of this Section 2.222.26, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class of Commitments or Loans and/or hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the definitions of “Majority in Interest”, “Pro Rata Share”, “Requisite Lenders” and, as applicable, “Requisite Revolving Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.25 or refinanced under this Section 2.26).
(d) Upon the effectiveness of a Refinancing Commitment of any Refinancing Lender, such Refinancing Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereby expressly authorize (or Lenders in respect of Commitments and Loans of the Administrative Agent to enter into any such Refinancing Amendmentapplicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents.
(e) This Section 2.22 The Applicable Facility Agent shall supersede notify the Lenders promptly upon receipt by the Applicable Facility Agent of any provisions notice from the Borrower referred to in Section 2.17 or Section 9.02 to 2.26(a) and of the contrary solely to effectiveness of any Refinancing Commitments, in each case advising the extent provided in this Section 2.22Lenders of the details thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tivity Health, Inc.)
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Term Loan Commitments or any Incremental Revolving Loan Commitments then outstanding under this Agreement, ) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Loans in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured on a pari passu basis in right of security with the other Loans and Commitments hereunder, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and, to the extent secured on a junior basis to the Loans and Commitments hereunder, rank junior in right of security and pari passu or junior in right of payment with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrowers and the Lenders thereof and (biii) will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Loans and Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentSection.
(eb) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 10.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Additional Lender (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and agreed to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to by such Lender or Additional Refinancing LenderLender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement, Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Term Revolving Credit Loans or Refinancing Term Commitments Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided provided, that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness.
,” have such pricing, interest rate margins (bincluding “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of (i) customary legal opinionsreaffirmation agreements and board resolutions, board resolutions and officers’ certificates and legal opinions consistent with those #96808608v5 delivered on the Effective Date other than changes to such legal opinion resulting from a change in lawClosing Date. The Administrative Agent or Revolver Agent, change in fact or change to counsel’s form of opinion reasonably satisfactory as applicable, shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and (iiCommitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) Section. This Section 2.22 2.18 shall supersede any provisions of Section 10.01 to the contrary. Taxes, Increased Costs Protection and Illegality . Except as required by applicable law, any and all payments by or with respect to any obligation of the Borrower (the term Borrower under this Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes; provided that if any applicable law (as determined in the good faith discretion of the applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent and such Tax is an Indemnified Tax, then (i) the sum payable by the Borrower or applicable Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17 3.01) any Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent shall make such deductions and withholdings, and (iii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. In addition, and without duplication of any amounts payable pursuant to Section 9.02 3.01(a), the Borrower agrees to pay, or at the option of the Administrative Agent (or in the case of amounts in respect of the Revolving Credit Facility, the Revolver Agent), timely reimburse it for, all Other Taxes. Without duplication of any amounts payable pursuant to Section 3.01(a), the Borrower agrees to indemnify each Agent and each Lender, within 10 Business Days after written demand therefor, for (i) the full amount of any Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable by such Agent and such Lender and (ii) any reasonable out-of-pocket expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided however that the Borrower shall not be required to indemnify any Agent or Lender pursuant to this Section 3.01(b) for any interest, penalties #96808608v5 or expenses to the extent resulting from such Agent’s or such Xxxxxx’s failure to notify the Borrower of such possible indemnification claim within 180 days after such Agent or such Lender, as applicable, receives written notice from the applicable Governmental Authority of the specific Tax assessment or deficiency claim giving rise to such indemnification claim. A copy of a receipt or any other document evidencing payment delivered to the Borrower by a Recipient, or by the Administrative Agent or Revolver Agent, as applicable, on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by a Borrower or any Guarantor pursuant to this Section 3.01, it shall reasonably promptly pay an amount equal to such refund after it is determined that such refund pertains to Indemnified Taxes (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower or any Guarantor under this Section 3.01 with respect to the Indemnified Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all reasonable out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower or the Guarantor, upon the request of the Lender or Agent, as the case may be, agrees promptly to return an amount equal to such refund (plus any applicable interest, additions to Tax or penalties) to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary solely in this paragraph (b), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (b) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. Nothing herein contained shall oblige any Lender or Agent to claim any Tax refund or to make available its Tax returns or disclose any information relating to its Tax affairs or any computations in respect thereof. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent or Revolver Agent, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or Revolver Agent, as applicable. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (b) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to legal and regulatory restrictions), at Borrower’s expense, to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the judgment of such Lender, cause such Lender and its Applicable #96808608v5 Lending Office(s) to suffer no unreimbursed economic or Tax cost or legal or regulatory disadvantage, and provided further that nothing in this Section 3.01(e) shall affect or postpone any of the Secured Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c). Each Term Lender shall severally indemnify the Administrative Agent, and each Revolving Credit Lender shall severally indemnify the Revolver Agent, in each case within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent provided that any Loan Party has not already indemnified the Administrative Agent or Revolver Agent, as applicable, for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx's failure to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or Revolver Agent, as applicable, in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or Revolver Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or Revolver Agent, as applicable, to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or Revolver Agent, as applicable, to the Lender from any other source against any amount due to the Administrative Agent or Revolver Agent, as applicable, under this Section 2.22paragraph (e).
Appears in 1 contract
Samples: Libor Hardwire Transition Amendment (Frontier Communications Parent, Inc.)
Refinancing Facilities. (a) On The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more occasions after the Effective Dateadditional Classes of term loans under this Agreement (“Refinancing Term Loans”), the Borrower may obtainwhich refinance, from any Lender renew, replace, defease or any other bankrefund (collectively, financial institution “Refinance”), in whole or other institutional lender in part, one or investor more Classes of Term Loans under this Agreement; provided, that agrees to provide any portion of such Refinancing Term Loans pursuant to a may not be in an amount greater than the Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Amendment in accordance with this Section 2.22 Term Loans. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being Refinanced and the Refinancing Term Loans shall not have a final maturity before the later of (A) January 15, 2021 and (B) the Maturity Date of the Term Loans being Refinanced;
(ii) the Refinancing Term Loans shall have terms and conditions agreed to by the Borrower and the lenders providing such Refinancing Term Loans, but shall be substantially the same as (or, taken as a whole, no more favorable to, the lenders providing such Refinancing Term Loans than) those applicable to the then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date;
(iii) the proceeds of any Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof to the pro rata prepayment of the Class or Classes of Term Loans being Refinanced hereunder;
(iv) the Refinancing Term Loan Amendment shall set forth the principal installment payment dates of the Refinancing Term Loans, which dates may be delayed to later dates than the corresponding scheduled principal installment payment dates of the Term Loans being refinanced;
(v) the Loan Parties and the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Agent Lenders providing the Refinancing Term Loans (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement the Refinancing Indebtedness is Term Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Loan DocumentsObligations and (ii) deliver such other documents and certificates as may be reasonably requested by the Administrative Agent;
(vi) the Refinancing Term Loans will be unsecured or will rank pari passu or junior in respect of Collateral with the other Loans hereunder; and
(vii) (1) no Refinancing Term Loans shall be made with respect to the Initial Term Loans during the Non-Call Period without the consent of the Initial Lender with respect to such Initial Term Loans, (2) with respect to any Refinancing Term Loans made from and after the end of the Non-Call Period, but prior to February 1, 2019, a premium in an amount equal to 1.0% of the aggregate principal amount of the Initial Term Loans being Refinanced shall be paid to the Lenders holding such Initial Term Loans.
(b) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and the selection of Refinancing Term Lenders shall be subject to any consent that would be required pursuant to Section 9.07(b) hereof; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Refinancing Term Loan Series of Refinancing Term Loans made to the Borrower.
(c) Each issuance of Credit Agreement The Refinancing Indebtedness under Section 2.22(a) Term Loans shall be in established pursuant to 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.
(d) Each of the parties hereto hereby agrees that amendment to this Agreement among Holdings, the Borrower and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (i) above. Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. Upon receipt of an Officer’s Certificate certifying that such Refinancing Term Loan Documents may Amendment is permitted under the Loan Documents, the Administrative Agent shall be amended permitted, and is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing. Any Refinancing Term Loan made by a Term Lender pursuant to a Refinancing Amendment, without the consent Term Loan Amendment shall be deemed a “Term Loan” for all purposes of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other each Lender with a Refinancing Term Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, shall become a Lender with respect to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 Term Loans and all matters relating thereto. Notwithstanding anything to the contrary solely to the extent provided in this Section 2.22herein, at no time shall there be Term Loans (including Refinancing Term Loans and Extended Term Loans) which have more than five different scheduled final maturity dates or shall there be more than five different “Term Loan Facilities”.
Appears in 1 contract
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of obtain Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 Loan Indebtedness. Each such notice shall specify the date (each, an a “Additional Refinancing LenderEffective Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class made to the Borrower (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an assignment aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Loans Borrowings of such Class shall be applied to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion reduce the subsequent scheduled repayments of Term Loans then outstanding under this AgreementBorrowings of such Class to be made pursuant to Section 2.09(a) ratably,
(iii) such notice shall set forth, with respect to the Refinancing Term Loan Indebtedness established thereby in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andLoans, to the extent reasonably requested by applicable, the Administrative Agentfollowing terms thereof: (a) the designation of such Refinancing Term Loans as a new “Class” for all purposes hereof, receipt by (b) the Administrative Agent of (i) customary legal opinions, board resolutions stated termination and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory maturity dates applicable to the Administrative Agent and (ii) reaffirmation agreements and/or Refinancing Term Loans of such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
Class, (c) Each issuance amortization applicable thereto and the effect thereon of Credit Agreement any prepayment of such Refinancing Indebtedness under Section 2.22(a) 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.
Term Loans, (d) Each the interest rate or rates applicable to the Refinancing Term Loans of such Class, (e) the parties hereto hereby agrees fees applicable to the Refinancing Term Loans of such Class, (f) any original issue discount applicable thereto, (g) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class and (h) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans of such Class (which prepayment requirements may provide that this Agreement such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the other voluntary or mandatory reductions or prepayments of Refinancing Term Loans of such Class, and
(iv) such Refinancing Term Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other LendersIndebtedness will, to the extent (but only to the extent) necessary to (i) reflect the existence secured, rank pari passu or junior in right of payment and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and security with the other Loan Documents as may be necessary or appropriate, Loans and Commitments hereunder on the terms set out in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendmentan Acceptable Intercreditor Agreement.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Refinancing Facilities. (a) On The Company may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Term Loans Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Revolving Lender”) will make revolving loans to the Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Company (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Loan Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the Administrative Agent and (B) each Refinancing Revolving Lender shall have consented be approved by each Issuing Bank (such consent approval not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the satisfaction Company, each Refinancing Lender providing such Refinancing Commitment, the Administrative Agent and, in the case of Refinancing Revolving Commitments, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date thereof of each of effectiveness thereof, (ii) the conditions set forth in Section 4.02 and, Company shall have delivered to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion documents as shall reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that connection with any such Credit Agreement transaction, (iii) in the case of any Refinancing Indebtedness is provided Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the applicable Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments does not exceeded the aggregate amount of the Revolving Commitments so terminated, and (iv) in the case of any Refinancing Term Loan DocumentsCommitments, substantially concurrently with the effectiveness thereof, the Company shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.09(a) as directed by the Company and, in the case of a prepayment of LIBOR Term Loans and EURIBOR Term Loans, shall be subject to Section 2.15.
(c) Each issuance The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Loans and other extensions of Credit Agreement credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Indebtedness under Section 2.22(aCommitments and Refinancing Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class, provided that (A) such stated termination and maturity dates shall not be earlier than the Revolving Maturity Date (in the case of Refinancing Revolving Commitments and Refinancing Revolving Loans) or the Tranche A Term Maturity Date (in the case of Refinancing Term Loan Commitments and Refinancing Term Loans), (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitment or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with the Tranche A Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding Tranche A Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class and (ix) any financial covenant with which the Company shall be in an aggregate principal amount required to comply (provided that is (x) not less than $50,000,000 and (y) an integral multiple any such financial covenant for the benefit of $10,000,000 in excess thereof.
(d) Each any Class of Refinancing Lenders shall also be for the benefit of all other Lenders). Except as contemplated by the preceding sentence, the terms of the parties hereto hereby agrees Refinancing Revolving Commitments and Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the Revolving Commitments and Revolving Loans and other extensions of credit thereunder or less favorable, taken as a whole, to the Lenders providing such Refinancing Revolving Commitments (as reasonably determined by the Company); provided, that this Agreement such Refinancing Revolving Commitments may have the benefit of additional financial or other covenants or other provisions agreed by the Company and the applicable Lenders to the extent such covenants, or other provisions take effect only after the latest Maturity Date, and the terms of the Refinancing Term Loan Documents Commitments and Refinancing Term Loans shall be substantially the same as the terms of the Tranche A Term Commitments and the Tranche A Term Loans or less favorable, taken as a whole, to the Lenders providing such Refinancing Term Loan Commitments (as reasonably determined by the Company); provided, that such Refinancing Term Loan Commitments may be amended pursuant have the benefit of additional financial or other covenants or other provisions agreed by the Company and the applicable Lenders to a the extent such covenants, or other provisions take effect only after the latest Maturity Date. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentFacility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to give effect to the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new “Class” of loans and/or commitments hereunder.
(d) In lieu of establishing one or more Classes of Refinancing Term Loan Commitments and Refinancing Term Loans, the Company may refinance outstanding Term Borrowings of any Class with the proceeds of one or more issuances of debt securities of the Company secured by the Collateral with a priority equal to that of the Secured Obligations (any such debt securities issued in compliance with this paragraph (d) being called “Permitted Pari Passu Refinancing Securities”); provided that (i) the principal amount of such debt securities shall not exceed the principal amount of the refinanced Term Borrowings except by an amount equal to the sum of (A) accrued and unpaid interest with respect to such Term Borrowings, premiums thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield premiums) incurred in connection with the issuance of such debt securities, (ii) substantially concurrently with the issuance thereof, the Company shall repay or prepay then outstanding Term Borrowings in an aggregate principal amount equal to the aggregate amount of the cash proceeds of such debt securities (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to the issuance of such debt securities) (and any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.09(a) as directed by the Company and, in the case of a prepayment of LIBOR Term Loans or EURIBOR Term Loans, shall be subject to Section 2.15), (iii) the stated final maturity of such debt securities shall not be earlier than that of the refinanced Term Borrowings; (iv) such debt securities shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, change in control or any asset sale or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such refinanced Term Borrowings) prior to the maturity of such refinanced Term Borrowings; provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such debt securities shall be permitted so long as the weighted average life to maturity of such debt securities shall be not less than the shorter of (x) the weighted average life to maturity of such refinanced Term Borrowings remaining as of the date of issuance of such debt securities and (y) the weighted average life to maturity of each other Class of the Term Loans and/or Commitments hereunderremaining as of the date of issuance of such debt securities; (v) such debt securities shall not be direct obligations of or Guaranteed by any Subsidiary that does not Guarantee the Secured Obligations; (vi) such debt securities shall not be secured by any Lien on any asset not included in the Collateral; (vii) such debt securities shall not have the benefit of any financial maintenance covenant that is not included in this Agreement at the time of issuance thereof or that has covenant levels more restrictive than those in the corresponding covenant in this Agreement at such time unless this Agreement shall have been amended to provide the benefit of such covenant to the Lenders; provided, that such debt securities may have the benefit of any such additional or more restrictive covenant to the extent it takes effect only after the latest Maturity Date; and (viii) the Lenders hereby expressly authorize holders of such debt securities or a trustee or other representative acting on their behalf shall have entered into a Pari Passu Intercreditor Agreement with the Administrative Agent to enter into any that shall, among other matters, vest primary control over the exercise of remedies against the Collateral in the Administrative Agent and provide that the Administrative Agent will hold all instruments and certificates representing Collateral (but will act as a gratuitous bailee for the purpose of perfecting the Liens of the holders of such Refinancing Amendmentdebt securities or their representative).
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Samples: Credit Agreement (Knowles Corp)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the establishment hereunder of (i) one or more additional Classes of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”) will make revolving loans to the Borrower may obtain(“Refinancing Revolving Loans”) and, from if applicable under such Class, acquire participations in the Letters of Credit and all the then existing Revolving Commitments will be refinanced in full or (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”). Each such notice shall specify (A) the date on which the Borrower proposes that the Refinancing Commitments shall be effective and (B) the amount of the Refinancing Commitments requested to be established (it being agreed that (x) any Lender or any other bank, financial institution or other institutional lender or investor that agrees approached to provide any portion of Refinancing Term Loans pursuant Commitment may elect or decline, in its sole discretion, to provide such Refinancing Commitment and (y) any Person that the Borrower proposes to be a Refinancing Amendment in accordance with this Lender must be an Eligible Assignee and, solely if such approval would be required under Section 2.22 (each, 10.6 for an “Additional assignment of Loans or Commitments of the applicable Class to such Refinancing Lender”) (provided that , must be approved by the Administrative Agent shall have consented and, in the case of any proposed Refinancing Revolving Lender if such Lender is to acquire participations in the Letters of Credit, each Issuing Bank (each such consent approval not to be unreasonably withheld, conditioned or delayed)).
(a) The terms and conditions of any Refinancing Commitments and the Refinancing Loans to be made thereunder shall be as determined by the Borrower and the applicable Refinancing Lenders and set forth in the applicable Refinancing Facility Agreement; provided that an Issuing Bank shall not be required to issue, amend or extend any Letter of Credit under any Refinancing Revolving Commitments unless such Lender’s Issuing Bank shall have consented to act in such capacity under the Refinancing Revolving Commitments; provided further that (i) the stated termination date applicable to the Refinancing Revolving Commitments of any Class and the Refinancing Term Loan Maturity Date of any Class shall not be earlier than the Maturity Date of the Class of Commitments or Additional Loans being refinanced, (ii) in the case of any Refinancing Lender’s making such Term Loans, the weighted average life to maturity of any Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Term Loans being refinanced (and, for purposes of determining the weighted average life to maturity of such Class of Term Loans being refinanced, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization schedule applicable to (and the effect thereon of any prepayments of) any Refinancing Term Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (iii) any Refinancing Term Loans may participate in any mandatory prepayments hereunder on a pro rata basis (or on a basis that is less than pro rata) with the other Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Term Loans, (iv) any Refinancing Commitments and Refinancing Loans made thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Loans and Commitments hereunder, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, and (v) except for the terms referred to above, to the extent the terms of any Refinancing Commitments or Refinancing Loans (except with respect to Effective Yield and components thereof, fees, prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent with those of the Class of Commitments or Loans being refinanced, such consentdifferences shall be reasonably acceptable to the Administrative Agent (except for terms benefitting the Refinancing Lenders (A) where this Agreement is amended to include such beneficial terms for the benefit of all Lenders or (B) applicable only to periods after the latest Maturity Date in effect as of the date of establishment or incurrence of such Refinancing Commitments or Refinancing Loans); provided further that clauses (i), if any(ii) and (iii) above shall not apply if, would be required under Section 9.04(b) forat the time of the incurrence of such Refinancing Revolving Commitments or Refinancing Term Loans, as the case may be, and after giving effect to the extent that application of the proceeds thereof, such Additional Refinancing Lender is a Purchasing Borrower Party Revolving Commitments or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, Refinancing Term Loans shall be satisfied the sole Class of Commitments or Term Loans, as if such the case may be, outstanding under this Agreement. In the event any Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or have the same terms as any portion existing Class of Term Loans then outstanding under this Agreementor any Incremental Term Loans or Extended/Modified Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the form of fungibility thereof for US federal income tax purposes), such Refinancing Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Incremental Term Loans or Extended/Modified Term Loans, and the scheduled Installments set forth in Section 2.11 with respect to any such Class of Term Loans may be increased to reflect scheduled amortization of such Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing IndebtednessLoans.
(b) The effectiveness of any Refinancing Amendment Commitments shall be subject effected pursuant to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested one or more Refinancing Facility Agreements executed and delivered by the Administrative AgentBorrower, receipt by each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing Revolving Commitments, as applicable, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless (i) customary the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and officers’ certificates other documents as shall reasonably be requested (consistent in all material respects with those the documents delivered under Section 3.1 on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (iiClosing Date) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement connection therewith, (ii) in the case of any Refinancing Indebtedness is provided Revolving Commitments, substantially concurrently with the benefit effectiveness thereof, all the Revolving Commitments then in effect shall be terminated and the Borrower shall make any prepayment or deposit required to be made under Section 2.13(e) as a result thereof and shall pay all interest on the amounts prepaid and all fees accrued on the Revolving Commitments (it being understood, however, that any Letters of Credit may continue to be outstanding under the Refinancing Revolving Commitments, in each case on terms agreed by each applicable Issuing Bank and specified in the applicable Refinancing Facility Agreement) and (iii) in the case of any Refinancing Term Loan Documents.
Commitments, (cA) Each issuance substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be any Class in an aggregate principal amount that is equal to the aggregate amount of such Refinancing Term Loan Commitments (xless the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings, any original issue discount or upfront fees applicable to such Refinancing Term Loans and any reasonable fees, premium and expenses relating to such refinancing) not less than $50,000,000 and (yB) an integral multiple any such prepayment of $10,000,000 in excess thereof.
(d) Each Term Borrowings of any Class shall be applied to reduce the parties hereto hereby agrees that this Agreement and the other Loan Documents may subsequent Installments to be amended made pursuant to Section 2.11 with respect to Term Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the case of a prepayment of Eurodollar Rate Term Borrowings, shall be subject to Section 2.17(c). Each Refinancing AmendmentFacility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.222.25, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class of Commitments and Loans and/or hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the definitions of “Majority in Interest”, “Pro Rata Share” and “Requisite Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.24 or refinanced under this Section 2.25).
(c) Upon the effectiveness of a Refinancing Commitment of any Refinancing Lender, such Refinancing Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents.
(d) The Administrative Agent shall notify the Lenders hereby expressly authorize promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to 2.25(a) and of the contrary solely to effectiveness of any Refinancing Commitments, in each case advising the extent provided in this Section 2.22Lenders of the details thereof.
Appears in 1 contract
Refinancing Facilities. (a) On one or more occasions At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional new lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 11.04 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the Administrative Agent shall have consented (in consultation with Borrower) (such consent acceptance not to be unreasonably withheld, conditioned withheld or delayed) and provided further that any Refinancing Loans and Refinancing Commitments held by the Sponsors or their Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees pursuant to the terms of Section 11.04) (each such lender being an “Additional Lender’s or Additional ”), Refinancing Lender’s making such Term Commitments and/or Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of (x) any Term Loan Commitments or Term Loans then outstanding under this AgreementAgreement and (y) any Credit Agreement Refinancing Indebtedness, in the form of Refinancing Term Loans or Refinancing Term Commitments each case, pursuant to a Refinancing Amendment; provided, that such Refinancing Loans and Refinancing Commitments:
(i) shall rank pari passu in right of payment and security with the Initial Term Loans,
(ii) shall have a maturity date no earlier than the Initial Term Loan Maturity Date and a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Initial Term Loans;
(iii) [reserved];
(iv) shall have pricing, interest rate margins, discounts, premiums, interest rate floors, fees, and (subject to clauses (ii) and (iii) above) amortization schedule determined by Borrower and the Additional Lenders;
(v) [reserved];
(vi) shall not benefit from any guarantees or collateral that do not ratably benefit the other Term Loans;
(vii) may be incurred in Dollars or any other currency agreed to by the Administrative Agent, the Borrower and the Additional Lenders;
(viii) may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of any Class of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(d)(ii))) in any mandatory prepayments of any Class of Term Loans hereunder; and
(ix) have such other terms as shall be determined by Borrower; provided that with respect to Refinancing Term Loans, to the extent such terms or provisions (other than any terms or provisions applicable only to periods after the Initial Term Loan Maturity Date) are not consistent with the Initial Term Loans (other than as set forth in this Section 2.21(a)), they shall be reasonably satisfactory to the Controlling Party (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Additional Lenders, no Lender consent shall be required from the Controlling Party to the extent that such term or provision is obligated hereunder also added (or the features of such term are provided) for the benefit of the Lenders of the Initial Term Loans). Notwithstanding anything to the contrary in Section 11.02, the Administrative Agent is expressly permitted, without the consent of any Lenders, to amend the Loan Documents (including Section 2.09) to the extent necessary or appropriate in the reasonable discretion of the Administrative Agent to give effect to any Refinancing Term Commitment pursuant to this Section 2.21 (which may be in the form of an amendment and restatement), including to provide such Credit Agreement to the Lenders of any Class of Loans or Commitments hereunder the benefit of any term or provision that is added under any Refinancing Indebtedness.
(b) Amendment for the benefit of the Additional Lenders. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsboard resolutions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory Closing Date. The Administrative Agent shall promptly notify each Lender as to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement effectiveness of each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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.
(d) Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or and Commitments established under the subject thereto as Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, Term Loans) and the Lenders hereby expressly authorize the Administrative Agent to enter into any Indebtedness being replaced or refinanced with such Refinancing Amendment.Loans and Refinancing Commitments shall be deemed permanently reduced and satisfied in all respects
(eb) This Section 2.22 2.21 shall supersede any provisions in Section 2.17 2.14 or Section 9.02 11.02 to the contrary solely to the extent provided in this Section 2.22contrary.
Appears in 1 contract
Refinancing Facilities. The Credit Documentation will permit the Borrower Representative to refinance loans under the Term Facility or commitments under the Revolving Credit Facility or loans or commitments under any Incremental Facility (aeach, “Refinanced Debt”) On from time to time, in whole or part, with (x) one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 new term facilities (each, an a “Additional Refinancing LenderTerm Facility”) or new revolving credit facilities (provided that each, a “Refinancing Revolving Facility”; the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans Facilities and the Refinancing Revolving Facilities are collectively referred to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional herein as “Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(fFacilities”), respectively, shall be satisfied as if under the Credit Documentation with the consent of the Borrower Representative and the institutions providing such Refinancing Term Loan were, an assignment of Term Loans to such Lender Facility or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in (y) other than with respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder refinancing of the Revolving Credit Facility, one or more series of unsecured notes or loans, notes secured by the Collateral on a pari passu basis with the Facilities or notes or loans secured by the Collateral on a subordinated basis to provide such Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall the Facilities, which will be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent customary intercreditor terms reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory acceptable to the Administrative Agent and the Borrower Representative (any such notes or loans, “Refinancing Notes” and together with the Refinancing Facilities, the “Refinancing Indebtedness”); provided that (i) any Refinancing Term Facility or Refinancing Notes consisting of term loans do not mature prior to the maturity date of, or have a shorter weighted average life than, the applicable Refinanced Debt consisting of term loans, (ii) reaffirmation agreements and/or such amendments any Refinancing Notes consisting of notes do not mature prior to the Security Documents maturity date of the applicable Refinanced Debt or have any scheduled amortization, (iii) the commitments under any Refinancing Revolving Facility do not terminate prior to the termination date of the revolving commitments under the applicable Refinanced Debt, (iv) there shall be no issuers, borrowers or guarantors in respect of any Refinancing Indebtedness that are not a Borrower or a Guarantor, (v) any Refinancing Notes shall not contain any mandatory prepayment provisions (other than related to customary asset sale and change of control offers or events of default) that could result in prepayments of such Refinancing Notes prior to the maturity date of the applicable Refinanced Debt, (vi) the other terms and conditions of such Refinancing Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, fees and prepayment or redemption provisions) shall either, at the option of the Borrower Representative, (x) with respect to Refinancing Notes only, reflect market terms and conditions (taken as may be reasonably requested a whole) at the time of incurrence or issuance (as determined by the Administrative Agent in order Borrower Representative) or (y) not be materially more favorable (when taken as a whole) to ensure that the lenders or investors providing such Credit Agreement Refinancing Indebtedness is provided with than the terms of the applicable Refinanced Debt unless (1) the holders of the Refinanced Debt being replaced also receive the benefit of such terms or (2) any such provisions apply only after the applicable Loan Documents.
maturity date of the Refinanced Debt and (cvii) Each issuance the proceeds of Credit Agreement such Refinancing Indebtedness under Section 2.22(aFacility or Refinancing Notes (a) shall not be in an aggregate principal amount that is (x) not less greater than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(d) Each the aggregate principal amount of the parties hereto hereby agrees that this Agreement applicable Refinanced Debt plus any fees, premiums, OID and the other Loan Documents may be amended pursuant to a Refinancing Amendmentaccrued interest associated therewith, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant costs and expenses related thereto and (iib) effect such other amendments shall be immediately applied to this Agreement and the other Loan Documents as may be necessary or appropriatepermanently prepay (or, in the reasonable opinion case of the Administrative Agent and the Borrowera Refinancing Revolving Facility, to effect the provisions of this Section 2.22, including any amendments necessary to treat replace) in whole or in part the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing AmendmentRefinanced Debt.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Appears in 1 contract
Samples: Commitment Letter (Coherent Inc)
Refinancing Facilities. (a) On The Borrower may, on one or more occasions after occasions, by written notice to the Effective DateAdministrative Agent, request the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion establishment of Refinancing Term Loans pursuant to Loan Indebtedness or Refinancing Revolving Commitments (provided that at no time shall there be more than a Refinancing Amendment in accordance with this Section 2.22 total of four Classes of revolving credit commitments outstanding hereunder). Each such notice shall specify the date (each, an a “Additional Refinancing LenderClosing Date”) (provided on which the Borrower proposes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan wereIndebtedness shall be made or on which such Refinancing Revolving Commitments shall become effective, an assignment of which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent. Such notice shall set forth, with respect to any Refinancing Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Loan Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, established thereby in the form of Refinancing Term Loans or with respect to any Refinancing Revolving Commitments (and the Refinancing Revolving Loans of the same Class), to the extent applicable, the following terms thereof: (A) the designation of such Refinancing Term Loans or Refinancing Revolving Commitments pursuant and Refinancing Revolving Loans, as applicable, as a new “Class” for purposes hereof, (B) the stated termination and maturity dates applicable to the Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class, (C) in the case of Refinancing Term Loans, amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (D) the interest rate or rates applicable to the Refinancing Term Loans or Refinancing Revolving Loans, as applicable, of such Class, (E) the fees applicable to the Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class, (F) in the case of Refinancing Term Loans, any original issue discount applicable thereto, (G) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans or Refinancing Revolving Loans, as applicable, of such Class, (H) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are materially more favorable (as determined by the Borrower in good faith) to the Lenders holding such Refinancing Amendment; Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans or Refinancing Revolving Commitments and Refinancing Revolving Loans, as applicable, of such Class and (I) any financial maintenance covenant with which the Borrower shall be required to comply (provided that no Lender is obligated hereunder to provide any such Credit financial maintenance covenant for the benefit of any Class of Refinancing Lenders shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Refinancing Facility Agreement Refinancing Indebtednessbecomes effective).
(b) The effectiveness of any Refinancing Amendment Commitments will be effected pursuant to one or more Refinancing Facility Agreements, which shall be subject to consistent with the satisfaction on the date thereof of each of the conditions provisions set forth in Section 4.02 andclause (a) above, to executed and delivered by the extent reasonably requested by Borrower, each Refinancing Lender providing such Refinancing Commitment, and the Administrative Agent; provided that no Refinancing Commitments shall become effective unless:
(i) no Event of Default shall have occurred and be continuing on the Refinancing Closing Date
(ii) on the Refinancing Closing Date, receipt by the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respect (or, in the case of the representations and warranties qualified as to materiality, in all respects) on and as of such earlier date;
(iii) the Borrower shall have delivered to the Administrative Agent of (i) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates other documents as required by the relevant Refinancing Facility Agreement and generally consistent with those delivered on the Effective Date under Section 4.01 other than changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Agent;
(iv) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Revolving Lender, each Refinancing Revolving Lender (iiA) reaffirmation agreements and/or such amendments to the Security Documents as may shall be reasonably requested by acceptable to the Administrative Agent in order (such acceptance not to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
be unreasonably withheld) and (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(aB) shall be approved by each Issuing Bank (such approval not to be unreasonably withheld;
(v) substantially concurrently with the incurrence of any Refinancing Term Loan Indebtedness, the Borrower shall repay or prepay then outstanding Incremental Term Loans of the Class or Classes being refinanced (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an aggregate principal amount that is equal to the Net Proceeds of such Refinancing Term Loan Indebtedness;
(xvi) not less than $50,000,000 substantially concurrently with the effectiveness of any Refinancing Revolving Commitments, the Borrower shall reduce then outstanding Revolving Commitments in an aggregate amount equal to the aggregate amount of such Refinancing Revolving Commitments and shall make any prepayments of the outstanding Revolving Loans required pursuant to Section 2.10 in connection with such reduction, and any such reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their individual Revolving Commitments; and
(yc) an integral multiple Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of $10,000,000 the Refinancing Term Loan Indebtedness or the Refinancing Revolving Commitments may elect or decline, in excess thereofits sole discretion, to provide any Refinancing Term Loan Indebtedness or Refinancing Revolving Commitments, as the case may be.
(d) Each of Refinancing Facility Agreement shall be binding on the parties hereto hereby agrees that this Agreement Lenders, the Loan Parties and the other Loan Documents parties hereto and may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22Section, including any amendments necessary to treat the applicable such Refinancing Term Loans and/or or Refinancing Revolving Commitments established under (and the Refinancing Amendment Revolving Loans of the same Class) as a new Class “Class” of Loans and/or Commitments commitments or loans hereunder, and the Lenders hereby expressly authorize the . The Administrative Agent to enter into any such Refinancing Amendment.
(e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 promptly notify each Lender as to the contrary solely to the extent provided in this Section 2.22effectiveness of each Refinancing Facility Agreement.
Appears in 1 contract
Refinancing Facilities. (a) On one Borrower may, by written notice to Agent from time to time, request Refinancing Loans to refinance all or a portion of any existing Loans (the “Refinancing Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinancing Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more occasions than sixty (60) days after the Effective Date, the date of such notice (or such longer or shorter periods as Agent shall agree)). Borrower may obtain, seek Refinancing Loans from any Lender existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any other bankAdditional Lender.
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such the incurrence of the Refinancing Loans, financial institution or other institutional lender or investor that agrees to provide any portion (ii) the terms of the Refinancing Term Loans pursuant to a Refinancing Amendment in accordance shall comply with this Section 2.22 2.16 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinancing Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by Borrower and the Persons providing the Refinancing Loans (each, an a “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness set forth in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.
(bi) The effectiveness the final maturity date of any Refinancing Amendment Loans shall be subject no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Credit Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the satisfaction on Refinancing Loans shall be determined by Borrower and the date thereof of each applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any prepayments hereunder and (vii) to the extent the terms of the conditions Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of clause (i) customary legal opinionsthrough (vi) above), board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion terms shall be reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) 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 thereofAgent.
(d) Each of the parties hereto hereby agrees that In connection with any Refinancing Loans, Borrower, Agent and each applicable Refinancing Lender shall execute and deliver to Agent an amendment to this Agreement (which may take the form of an amendment and the other Loan Documents may be amended pursuant to restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as Agent shall reasonably specify to evidence such Refinancing Loans. Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other LendersLender, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.222.16, including any amendments necessary to treat establish the applicable Refinancing Loans and/or Commitments established under the Refinancing Amendment as a new Class class or tranche of Loans and/or Commitments hereunderLoans, and such other technical amendments as may be necessary or appropriate in the Lenders hereby expressly authorize reasonable opinion of Agent and Borrower in connection with the Administrative Agent to enter into any establishment of such Refinancing Amendmentnew class or tranche, in each case on terms consistent with this Section 2.16.
(e) This Section 2.22 2.16 shall supersede any provisions provision in Section 2.17 2.9 or Section 9.02 to the contrary solely to the extent provided in this Section 2.2212.2.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (XPO Logistics, Inc.)
