Common use of Refinancing Term Loans and Refinancing Notes Clause in Contracts

Refinancing Term Loans and Refinancing Notes. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance or replace (collectively, “Refinance”) Term Loans outstanding under any Facility hereunder. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower propose that the Refinancing Term Loans 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 each of the following conditions is satisfied: (i) (x) if the Refinancing Term Loans are pari passu with the Term Loans being Refinanced by such Refinancing Term Loans, such Refinancing Term Loans shall mature no earlier than the Term Loans being Refinanced and shall not have a shorter weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) than the remaining weighted average life to maturity of the Term Loans being Refinanced and (y) if such Refinancing Term Loans are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Refinancing Term Loans shall mature no earlier than 90 days after the Latest Maturity Date and shall not have a shorter weighted average life to maturity than the remaining weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term Loans under any then outstanding Facility; (ii) if secured, such Refinancing Term Loans are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the incurrence of the Refinancing Term Loans will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Refinancing Term Loans; (iv) such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered 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) to provide the Refinancing Term Loans with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari Passu Intercreditor Agreement) in connection therewith, as may be reasonably requested by the Administrative Agent and the agent, for such Refinancing Term Loans shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Refinancing Term Loans shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, fees, premiums, optional prepayment or optional redemption terms and interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Term Loans) shall not be materially more favorable, taken as a whole, to the lenders providing such Refinancing Term Loans than those applicable to the then outstanding Term Loans being Refinanced, unless the existing Lenders receive the benefit of such favorable terms, or such terms are reasonably satisfactory to the Administrative Agent (provided that the terms applicable after the Latest Maturity Date are reasonably acceptable to the Administrative Agent); and (vii) all of the Net Cash Proceeds of the Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 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 “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and shall be deemed “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 Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent 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 (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) Notwithstanding anything to the contrary contained in this Section 2.5, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in paragraph (a) above in lieu of Refinancing Term Loans. (e) This Section 2.5 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp)

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Refinancing Term Loans and Refinancing Notes. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance or replace (collectively, “Refinance”) Term Loans outstanding under any Facility hereunder. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower propose that the Refinancing Term Loans 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 each of the following conditions is satisfied: (i) (x) if the Refinancing Term Loans are pari passu with the Term Loans being Refinanced by such Refinancing Term Loans, such Refinancing Term Loans shall mature no earlier than the Term Loans being Refinanced and shall not have a shorter weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) than the remaining weighted average life to maturity of the Term Loans being Refinanced and (y) if such Refinancing Term Loans are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Refinancing Term Loans shall mature no earlier than 90 days after the Latest Maturity Date and shall not have a shorter weighted average life to maturity than the remaining weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term Loans under any then outstanding Facility; (ii) if secured, such Refinancing Term Loans are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the incurrence of the Refinancing Term Loans will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Refinancing Term Loans; (iv) such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered 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) to provide the Refinancing Term Loans with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari Passu Intercreditor Agreement) in connection therewith, as may be reasonably requested by the Administrative Agent and the agent, for such Refinancing Term Loans shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Refinancing Term Loans shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, fees, premiums, optional prepayment or optional redemption terms and interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Term Loans) shall not be materially more favorable, taken as a whole, to the lenders providing such Refinancing Term Loans than those applicable to the then outstanding Term Loans being Refinanced, unless the existing Lenders receive the benefit of such favorable terms, or such terms are reasonably satisfactory to the Administrative Agent (provided that the terms applicable after the Latest Maturity Date are reasonably acceptable to the Administrative Agent); and (vii) all of the Net Cash Proceeds of the Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 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 “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and shall be deemed “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 Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent 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 (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) Notwithstanding anything to the contrary contained in this Section 2.5, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in paragraph (a) above in lieu of Refinancing Term Loans. (e) This Section 2.5 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Six Flags Entertainment Corp)

Refinancing Term Loans and Refinancing Notes. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance or replace (collectively, “Refinance”) Term Loans outstanding under any Facility hereunder. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower propose that the Refinancing Term Loans 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 each of the following conditions is satisfied: (i) (x) if the Refinancing Term Loans are pari passu with the Term Loans being Refinanced by such Refinancing Term Loans, such Refinancing Term Loans shall mature no earlier than the Term Loans being Refinanced and shall not have a shorter weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) than the remaining weighted average life to maturity of the Term Loans being Refinanced and (y) if such Refinancing Term Loans are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Refinancing Term Loans shall mature no earlier than 90 days after the Latest Maturity Date and shall not have a shorter weighted average life to maturity than the remaining weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term Loans under any then outstanding Facility; (ii) if secured, such Refinancing Term Loans are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the incurrence of the Refinancing Term Loans will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Refinancing Term Loans; (iv) such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered 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) to provide the Refinancing Term Loans with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari Passu Intercreditor Agreement) in connection therewith, as may be reasonably requested by the Administrative Agent and the agent, for such Refinancing Term Loans shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Refinancing Term Loans shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, fees, premiums, optional prepayment or optional redemption terms and interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Term Loans) shall not be materially more favorable, taken as a whole, to the lenders providing such Refinancing Term Loans than those applicable to the then outstanding Term Loans being Refinanced, unless the existing Lenders receive the benefit of such favorable terms, or such terms are reasonably satisfactory to the Administrative Agent (provided that the terms applicable after the Latest Maturity Date are reasonably acceptable to the Administrative Agent); and (vii) all of the Net Cash Proceeds of the Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 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 “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and shall be deemed “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 Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent 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 (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) Notwithstanding anything to the contrary contained in this Section 2.5, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in paragraph (a) above in lieu of Refinancing Term Loans. (e) This Section 2.5 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Six Flags Entertainment Corp)

Refinancing Term Loans and Refinancing Notes. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance or replace (collectively, “Refinance”) Term Loans outstanding under any Facility hereunder. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower propose that the Refinancing Term Loans 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 each of the following conditions is satisfied: (i) (x) if the Refinancing Term Loans are pari passu with the Term Loans being Refinanced by such Refinancing Term Loans, such Refinancing Term Loans shall mature no earlier than the Term Loans being Refinanced and shall not have a shorter weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) than the remaining weighted average life to maturity of the Term Loans being Refinanced and (y) if such Refinancing Term Loans are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Refinancing Term Loans shall mature no earlier than 90 days after the Latest Maturity Date and shall not have a shorter weighted average life to maturity than the remaining weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term Loans under any then outstanding Facility; (ii) if secured, such Refinancing Term Loans are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the incurrence of the Refinancing Term Loans will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Refinancing Term Loans; (iv) such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered 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) to provide the Refinancing Term Loans with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari Passu Intercreditor Agreement) in connection therewith, as may be reasonably requested by the Administrative Agent and the agent, for such Refinancing Term Loans shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Refinancing Term Loans shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, fees, premiums, optional prepayment or optional redemption terms and interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Term Loans) shall not be materially more favorable, taken as a whole, to the lenders providing such Refinancing Term Loans than those applicable to the then outstanding Term Loans being Refinanced, unless the existing Lenders receive the benefit of such favorable terms, or such terms are reasonably satisfactory to the Administrative Agent (provided that the terms applicable after the Latest Maturity Date are reasonably acceptable to the Administrative Agent); and (vii) all of the Net Cash Proceeds of the Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 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 “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and shall be deemed “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 Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent 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 (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) Notwithstanding anything to the contrary contained in this Section 2.5, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in paragraph (a) above in lieu of Refinancing Term Loans. (e) This Section 2.5 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Six Flags Entertainment Corp)

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Refinancing Term Loans and Refinancing Notes. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance or replace (collectively, “Refinance”) Term Loans outstanding under any Facility hereunder. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower propose that the Refinancing Term Loans 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 each of the following conditions is satisfied: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date, the condition set forth in Section 7.2(b) shall be satisfied; (ii) (x) if the Refinancing Term Loans are pari passu with the Term Loans being Refinanced by such Refinancing Term Loans, such Refinancing Term Loans shall mature no earlier than the Term Loans being Refinanced and shall not have a shorter weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) than the remaining weighted average life to maturity of the Term Loans being Refinanced and (y) if such Refinancing Term Loans are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Refinancing Term Loans shall mature no earlier than 90 180 days after the Latest Maturity Date and shall not have a shorter weighted average life to maturity than the remaining weighted average life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term Loans under any then outstanding Facility; (iiiii) if secured, such Refinancing Term Loans are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iiiiv) no Subsidiary is a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the incurrence of the Refinancing Term Loans will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Refinancing Term Loans; (ivv) such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (vvi) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered 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) to provide the Refinancing Term Loans with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari Passu Intercreditor Agreement) in connection therewith, therewith as may be reasonably requested by the Administrative Agent and the agent, agent for such Refinancing Term Loans shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Refinancing Term Loans shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vivii) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, fees, premiums, optional prepayment or optional redemption terms fees and interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Term Loans) shall not be materially more favorablesubstantially identical to, taken as a whole, or less favorable to the lenders providing such Refinancing Term Loans than than, those applicable to the then outstanding Term Loans being Refinanced, unless the existing Lenders receive the benefit of such favorable terms, or such terms are reasonably satisfactory to the Administrative Agent (provided that the terms applicable after the Latest Maturity Date are reasonably acceptable to the Administrative Agent); and (viiviii) all of the Net Cash Proceeds of the Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 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 “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and shall be deemed “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 Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent 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 (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) Notwithstanding anything to the contrary contained in this Section 2.5, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in paragraph (a) above in lieu of Refinancing Term Loans. (e) This Section 2.5 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Six Flags Entertainment Corp)

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