Common use of Replacement Revolving Commitments Clause in Contracts

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 3 contracts

Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

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Replacement Revolving Commitments. (a) The Borrower may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower L/C Sublimit and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Swingline Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and Agent, the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent; (A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Swing Line LenderRevolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, if anyin the case of any optional prepayment or redemption provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit FacilityParties (but not other Subsidiaries); (vvi) there no existing Lender shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time required to provide any Replacement Revolving Commitment Series is establishedCommitments; (vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and (viviii) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans are provided with the benefit of the applicable Collateral Documents on a pari passu pro rata basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentany existing Revolving Commitments. (b) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.16. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)

Replacement Revolving Commitments. (a) The Borrower Borrowers may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which Commitments shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and Agent, the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Swing Line LenderRevolving Commitment) or each L/C Issuer (other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), if anyas the case may be; (A) the pricing, under rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Facility; Agreement (vbefore giving effect to the Replacement Revolving Commitments) there shall or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be no more than two Classesguaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the aggregate, case of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at Commitments of Foreign Borrowers, which may be guaranteed by any time any Replacement Revolving Commitment Series is established; andGuarantors); (vi) the Loan Parties and the Collateral Agent no existing Lender shall enter into such amendments be required to the Collateral Documents as may be reasonably requested by the Collateral Agent provide any Replacement Revolving Commitments; (which shall not require any consent from any Lendervii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and security with the benefit existing Revolving Commitments; (viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of the applicable Collateral Documents Credit and Swingline Loans on a pari passu pro rata basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentany existing Revolving Commitments. (b) The Borrower may approach any Lender or any other Each such notice shall specify (x) the date on which the Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment to this Agreement among Additional Credit Extension Amendment executed by the Borrower, the Administrative Agent, Persons providing the Replacement Revolving Lenders providing Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such Replacement Revolving Loans amendments to this Credit Agreement and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall the other Credit Documents as may be consistent with necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.19. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 3 contracts

Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) : before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) ; after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 4 Effective Date; (iii) ; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) ; all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 Revolving Credit Facility; (v) ; there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) and the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) . The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) . The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) . On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) . This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Facility Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Facility Commitments under this Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Facility Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Facility Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Facility Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be no earlier than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, and the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant not be subject to any Replacement Revolving Facility Amendment)amortization; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer thereunder (or any replacement L/C Issuer); (A) the pricing, rate floors, discounts, fees and prepayment provisions applicable to such Replacement Swing Line LenderRevolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, if anyin the case of any mandatory or optional prepayment provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Credit FacilityCommitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Revolving Facility Maturity Date or such covenants or other terms apply equally for the benefit of the other Lenders; (vvi) there no existing Lender shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time required to provide any Replacement Revolving Commitment Series is establishedCommitments; and (vivii) the no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested Party or secured by the Collateral Agent any asset that is not Collateral; and (which shall not require any consent from any Lenderviii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and of security with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentexisting Revolving Facility Commitments. (b) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other proposes that the Replacement Revolving Commitments become effective, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Person that and the consent of the Persons specified in Section 9.04(b)(i) shall have been received with respect thereto to the extent as would be required if the Lender of the Replacement Revolving Commitments were an assignee) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a permitted Assignee of a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.25 shall supersede any provisions in Section 2.19 or Section 9.08 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.25. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 9 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 4 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 4 Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice Pursuant to Administrative Agent elect to request Section 2.21 of the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (eachCredit Agreement, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions 2018 Revolving Lenders shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement, with such 2018 Revolving Credit Commitments having the terms set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Amended Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on Agreement. On the Amendment No. 1 5 Effective Date;, the 2018 Revolving Credit Commitments will replace the Original Revolving Commitments. The Borrowers shall prepay in full the outstanding principal amount of any Revolving Loans outstanding immediately prior to the Amendment No. 5 Effective Date, together with all accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Revolving Commitments and Letters of Credit outstanding immediately prior to the Amendment No. 5 Effective Date. Any Letters of Credit outstanding immediately prior to the Amendment No. 5 Effective Date shall be deemed to be issued under the 2018 Revolving Credit Commitments. (b) Each 2018 Revolving Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other 2018 Revolving Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Maturity Date of Administrative Agent by the Revolving Credit Facility (or if laterterms thereof, the date required pursuant to any Replacement Revolving Facility Amendment); together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all other of the obligations which by the terms applicable of the Amended Credit Agreement are required to such Replacement Revolving Facility be performed by it as a Lender. (other than provisions relating to c) Upon (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (yi) the amount execution of any Letter a counterpart of Credit Sublimit and Swing Line Sublimit under such Replacement this Amendment by each 2018 Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving CommitmentsLender, the Administrative Agent and the Replacement L/C Issuer Borrowers and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments(ii) shall be substantially identical to, or less favorable the delivery to the Lenders providing such Replacement Revolving Commitments thanAdministrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit each of the applicable Collateral Documents on 2018 Revolving Lenders party to this Amendment shall become a pari passu basis with Lender under the other Obligations Amended Credit Agreement and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by have the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a respective 2018 Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion set forth on Schedule I hereto, effective as of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07Amendment No. Any Replacement Revolving Commitment made on any Replacement Revolving Facility 5 Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)Date. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction This Amendment No. 5 constitutes a Refinancing Amendment in respect of the foregoing terms and conditions, each of the Replacement Original Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit PercentagesCommitments. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Facility Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Facility Commitments under this Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Facility Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Facility Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Facility Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, and the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant not be subject to any Replacement Revolving Facility Amendment)amortization; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer thereunder (or any replacement L/C Issuer); (A) the pricing, rate floors, discounts, fees and prepayment provisions applicable to such Replacement Swing Line LenderRevolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, if anyin the case of any mandatory or optional prepayment provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Credit FacilityCommitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Revolving Facility Maturity Date or such covenants or other terms apply equally for the benefit of the other Lenders; (vvi) there no existing Lender shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time required to provide any Replacement Revolving Commitment Series is establishedCommitments; and (vivii) the no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested Party or secured by the Collateral Agent any asset that is not Collateral; and (which shall not require any consent from any Lenderviii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and of security with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentexisting Revolving Facility Commitments. (b) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other proposes that the Replacement Revolving Commitments become effective, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Person that and the consent of the Persons specified in Section 9.04(b)(i) shall have been received with respect thereto to the extent as would be required if the Lender of the Replacement Revolving Commitments were an assignee) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a permitted Assignee of a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.25 shall supersede any provisions in Section 2.19 or Section 9.08 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.25. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, and the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant not be subject to any Replacement Revolving Facility Amendment)amortization; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Issuing Banks thereunder (or any replacement Issuing Banks); (A) the pricing, rate floors, discounts, fees and prepayment provisions applicable to such Replacement L/C Issuer Revolving Commitments shall be as agreed between the Borrower and the Replacement Swing Line LenderRevolving Lenders so long as, if anyin the case of any mandatory or optional prepayment provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Credit FacilityCommitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vvi) there no existing Lender shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time required to provide any Replacement Revolving Commitment Series is establishedCommitments; and (vivii) the no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Subsidiary Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested Party or secured by the Collateral Agent any asset that is not Collateral; and (which shall not require any consent from any Lenderviii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and of security with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentexisting Revolving Commitments. (b) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other Person proposes that would the Replacement Revolving Commitments become effective, which shall be a permitted Business Day and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.23 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.23. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)

Replacement Revolving Commitments. (a) The Borrower Borrowers may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments; (iv) the L/C Sublimit and the revolving loans thereunder “Swingline Sublimit under such Replacement Revolving Loans”Commitments shall be as agreed between the Borrowers, the Lenders providing such Replacement Section Page Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender). ; provided that in no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer (other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be; (v) (A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitmments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors); (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; (viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments. (b) Each such notice shall specify (x) the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes Borrowers propose that the Replacement 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 reasonably acceptable to the Administrative Agent; provided that: (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments Agent and (y) the amount identity of any Letter the Persons (each of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 2.19 shall supersede any provisions in Section 2.13 2.12 or 10.01 to the contrary.Section 11.01

Appears in 1 contract

Samples: Credit Agreement (Live Nation Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower Borrowers may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which Commitments shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and Agent, the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Swing Line LenderRevolving Commitment) or each L/C Issuer (other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), if anyas the case may be; (A) the pricing, under rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Facility; Agreement (vbefore giving effect to the Replacement Revolving Commitments) there shall or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be no more than two Classesguaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the aggregate, case of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at Commitments of Foreign Borrowers, which may be guaranteed by any time any Replacement Revolving Commitment Series is established; andGuarantors); (vi) the Loan Parties and the Collateral Agent no existing Lender shall enter into such amendments be required to the Collateral Documents as may be reasonably requested by the Collateral Agent provide any Replacement Revolving Commitments; (which shall not require any consent from any Lendervii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and security with the benefit existing Revolving Commitments; (viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of the applicable Collateral Documents Credit and Swingline Loans on a pari passu pro rata basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentany existing Revolving Commitments. (b) The Borrower may approach any Lender or any other Each such notice shall specify (x) the date on which the Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment to this Agreement among Additional Credit Extension Amendment executed by the Borrower, the Administrative Agent, Persons providing the Replacement Revolving Lenders providing Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such Replacement Revolving Loans amendments to this Credit Agreement and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall the other Credit Documents as may be consistent with necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This this Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.2.19. ARTICLE III

Appears in 1 contract

Samples: Credit Agreement (Live Nation Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Either the U.S. Borrower or the Canadian Borrower may at any time and from time to time by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for replacement revolving commitments (“Replacement Revolving Commitments” and ”) under the revolving loans thereunder “Replacement U.S. Revolving Loans”)Facility or the Canadian Revolving Facility in order to effectively extend the Revolving Termination Date for such Revolving Commitments. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the such Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 6.2 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Replacement Revolving Facility Effective Date (after giving effect to the reduction in the Revolving Commitments on the Replacement Revolving Facility Effective Date); (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Revolving Termination Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility Commitments (other than provisions relating to (x) fees and interest rates which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Commitments and (y) provisions relating to Swing Line Loans and Letters of Credit that do not change the amount obligations of any Letter of Credit Sublimit and Swing Line Sublimit under such Lender that is not providing a Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving CommitmentsCommitment) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the then effective U.S. Revolving Credit FacilityCommitments (in the case of Replacement Revolving Commitments of the U.S. Borrower) or the Canadian Revolving Commitments (in the case of Replacement Revolving Commitments of the Canadian Borrower); (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series Termination Dates in effect at any time under the U.S. Revolving Facility and no more than two Revolving Termination Dates in effect at any Replacement time under the Canadian Revolving Commitment Series is establishedFacility; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Security Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The applicable Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 11.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower11.6. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the each applicable Borrower, the Administrative Agent, Agent and the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)above. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment SeriesCommitments, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of under such Replacement Revolving Commitment Series Credit Facility will be held by Replacement Revolving the Lenders thereunder ratably in accordance with their Replacement applicable Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Cedar Fair L P)

Replacement Revolving Commitments. (a) Pursuant to Section 2.16(c) of the Loan Agreement, each of the 2022 Revolving Lenders shall have a 2022 Revolving Credit Commitment in the amount set forth opposite such 2022 Revolving Lender’s name on Schedule 1 to the Amended and Restated Loan Agreement and agrees, severally and not jointly, to make Revolving Loans to the Borrowers as described in Section 2.2 of the Amended and Restated Loan Agreement, with such 2022 Revolving Credit Commitments having the terms set forth in the Amended and Restated Loan Agreement. On the Amendment and Restatement Effective Date, the 2022 Revolving Commitments will replace the Original Revolving Credit Commitments. The Lead Borrower may by written notice shall prepay in full the outstanding principal amount of any Revolving Loans outstanding immediately prior to the Amendment and Restatement Effective Date. Any Letters of Credit outstanding immediately prior to the Amendment and Restatement Effective Date shall be deemed to be issued under the 2022 Revolving Credit Commitments. (b) Each 2022 Revolving Lender (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Restatement Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers or any other 2022 Revolving Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes the Administrative Agent elect to request take such action as agent on its behalf and to exercise such powers and discretion under the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” Amended and Restated Loan Agreement and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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 other Loan Documents as are delegated to the Administrative AgentAgent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; provided that:and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended and Restated Loan Agreement are required to be performed by it as a Lender. (c) Upon (i) before and after giving effect to the establishment execution of such Replacement a counterpart of this Restatement Agreement by each 2022 Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving CommitmentsLender, the Administrative Agent and the Replacement L/C Issuer Borrowers and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments(ii) shall be substantially identical to, or less favorable the delivery to the Lenders providing such Replacement Revolving Commitments thanAdministrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit each of the applicable Collateral Documents on a pari passu basis with 2022 Revolving Lenders party to this Restatement Agreement shall become Lenders under the other Obligations Amended and Restated Loan Agreement and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by have the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a respective 2022 Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion set forth on Schedule I hereto, effective as of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment Amendment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Restatement Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)Date. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction This Restatement Agreement constitutes a Refinancing Amendment in respect of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Original Revolving Credit PercentagesCommitments. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

Replacement Revolving Commitments. (a) The U.S. Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the effectiveness of the 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 all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall not be shorter than the maturity date of the Replaced Revolving Commitments, and the revolving loans thereunder “Replacement Revolving Loans”Commitments shall not be subject to any amortization; (iv) the LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, such Replacement Revolving Lenders, the Administrative Agent and the LC Issuers thereunder (or any replacement LC Issuers). ; (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the U.S. Borrower and such Replacement Revolving Lenders, shall not be materially more favorable (when taken as a whole) to such Replacement Revolving Lenders than those applicable to the Revolving Lenders with Replaced Revolving Commitments (as determined by the U.S. Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to the Revolving Facility -133- hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and (viii) all Replacement Revolving Commitments shall rank pari passu to any then outstanding Revolving Commitments as to lien priorities and rights of payment. (b) Each such notice shall specify (x) the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments Day and (y) the amount identity of any Letter the Persons (each of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving CommitmentsCommitments as if it were an assignee)) whom the U.S. Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person. (c) This Section 2.21 shall supersede any provisions in Section 11.12 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Replacement Revolving Lenders, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line LenderU.S. Borrower, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit reasonable opinion of the applicable Collateral Documents on a pari passu basis with Administrative Agent and the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretionU.S. Borrower, to provide a Replacement Revolving Commitment and effect the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes provisions of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the BorrowerSection 2.21. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (GTT Communications, Inc.)

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the revolving loans thereunder “effectiveness of the Replacement Revolving Loans”). Each Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such notice effectiveness shall specify be terminated, and all or an equivalent portion of the date Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (eachit being understood, a “however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Facility Effective Date”Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) on which such Replacement Revolving Commitments shall be in an aggregate amount not greater than the Borrower proposes that aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall become effective, which shall not 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant subject to any Replacement Revolving Facility Amendment); amortization; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Issuing Banks thereunder (or any replacement Issuing Banks); (v) (A) the pricing, rate floors, discounts, fees and prepayment provisions applicable to such Replacement L/C Issuer Revolving Commitments shall be as agreed between the Borrower and the Replacement Swing Line LenderRevolving Lenders so long as, if anyin the case of any mandatory or optional prepayment provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) , shall not be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility;materially (vb) there Each such notice shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and specify (vix) the Loan Parties and date on which the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure Borrower proposes that the Replacement Revolving Loans are provided with Commitments become effective, which shall be a Business Day and (y) the benefit identity of the applicable Collateral Documents on Persons (each of which shall be an Eligible Assignee (for this purpose treating a pari passu basis with Lender of Replacement Revolving Commitments as if it were an assignee)) whom the other Obligations Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.23 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.23. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Virtus Investment Partners, Inc.)

Replacement Revolving Commitments. (a) The Either Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the such Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 6.2 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date (after giving effect to the reduction in the Revolving Commitments on the Amendment 1 Effective Date); (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility August 30, 2011 (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit Replacement L/C Sub Commitment and Replacement Swing Line Sublimit under such Replacement Revolving Facility Sub Commitment thereunder which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent or the Canadian Administrative Agent, as applicable, and the Replacement L/C Issuer Issuing Lender and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the U.S. Revolving Credit FacilityFacility (in the case of Replacement Revolving Commitments of the U.S. Borrower) or the Canadian Revolving Facility (in the case of Replacement Revolving Commitments of the Canadian Borrower); (v) there shall be no more than two Classes, Revolving Credit Facilities in the aggregate, aggregate of Revolving Credit Commitments and Replacement Revolving Commitment Series the U.S. Borrower in effect at any time and no more than two Revolving Credit Facilities in the aggregate of the Canadian Borrower in effect at any Replacement Revolving Commitment Series is establishedtime; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any LenderLender other than those consents provided pursuant to Amendment 1) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Security Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The applicable Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 10.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.0710.6. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated designated, a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the same Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the BorrowerBorrowers, the Administrative Agent, the Canadian Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer Issuing Lender and/or Replacement Swing Line Lender lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other LenderLender other than those consents provided pursuant to Amendment 1). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series Commitments of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Facility Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Facility Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Cedar Fair L P)

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit the Swingline Commitments under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent Agent, the Issuing Banks (or any replacement Issuing Banks) and the Swingline Lender (or any replacement Swingline Lender); (A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement L/C Issuer Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Swing Line LenderRevolving Commitments (excluding those terms described in the immediately preceding clause (A)), if any, under which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Credit FacilityCommitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vvi) there no existing Lender shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time required to provide any Replacement Revolving Commitment Series is establishedCommitments; and (vivii) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and/or of security with the benefit of existing Loans, on terms and pursuant to documentation applicable to the applicable Collateral Documents on Replaced Revolving Commitments and subject to a pari passu basis with customary intercreditor agreement in form and substance reasonably acceptable to the other Obligations Administrative Agent and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentexisting Lenders. (b) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other Person proposes that would the Replacement Revolving Commitments become effective, which shall be a permitted date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.23 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.23. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Replacement Revolving Commitments. (a) The Borrower Borrowers may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which Commitments shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and Agent, the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Swing Line LenderRevolving Commitment) or each L/C Issuer (other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), if anyas the case may be; (A) the pricing, under rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Facility; Agreement (vbefore giving effect to the Replacement Revolving Commitments) there shall or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be no more than two Classesguaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the aggregate, case of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at Commitments of Foreign Borrowers, which may be guaranteed by any time any Replacement Revolving Commitment Series is established; andGuarantors); (vi) the Loan Parties and the Collateral Agent no existing Lender shall enter into such amendments be required to the Collateral Documents as may be reasonably requested by the Collateral Agent provide any Replacement Revolving commitments. -91- (which shall not require any consent from any Lendervii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and security with the benefit existing Revolving Commitments; (viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of the applicable Collateral Documents Credit and Swingline Loans on a pari passu pro rata basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentany existing Revolving Commitments. (b) The Borrower may approach any Lender or any other Each such notice shall specify (x) the date on which the Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment to this Agreement among Additional Credit Extension Amendment executed by the Borrower, the Administrative Agent, Persons providing the Replacement Revolving Lenders providing Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such Replacement Revolving Loans amendments to this Credit Agreement and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall the other Credit Documents as may be consistent with necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.19. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Live Nation Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 48 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 23 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 23 Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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 Subject to the Administrative Agent; provided that: (i) before and after giving effect to the establishment satisfaction or waiver in writing of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions condition precedent set forth in Section 4.01 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto and (y) that on the Effective Date all of its Revolving Credit Commitment under the Existing Credit Agreement shall be satisfied; (ii) after giving effect Refinanced and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Amendment. For the establishment avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Amendment and is not a Series B Replacement Revolving Commitments and any concurrent reduction in Commitment under the aggregate amount of any other Existing Credit Agreement (such Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments “Remaining Commitments”) shall not exceed be Refinanced or replaced by a Replacement Revolving Commitment hereunder, shall be unchanged in all respects by this Amendment and is not a Series B Replacement Revolving Commitment. As of the aggregate amount of Effective Date after giving effect to this Amendment, Schedule B attached hereto sets forth the Revolving Credit Commitments outstanding on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the each Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to Lender and whether such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all is an Original Revolving Credit Commitment or a portion of the Series B Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the BorrowerCommitment. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Six Flags Entertainment Corp)

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Replacement Revolving Commitments. (a) The Borrower may by written notice Subject to Administrative Agent elect to request the establishment satisfaction or waiver in writing of one or more additional Facilities providing for revolving commitments (“each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement Amendment, each Replacement Revolving Commitments” and the revolving loans thereunder “Lender hereby agrees (x) to provide its respective Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which Commitment to the Borrower proposes that in a principal amount not to exceed the Replacement 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) before and after giving effect to the establishment of amount set forth opposite such Replacement Revolving Commitments Lender’s name in Schedule A attached hereto and (y) that on the Replacement Revolving Facility Credit Effective Date each all of its Revolving Credit Commitment under the conditions set forth in Section 4.01 Existing Credit Agreement shall be satisfied; (ii) after giving effect Refinanced and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Replacement Amendment. For the establishment avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Amendment (such Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments “Remaining Commitments”) shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (be Refinanced or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested replaced by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment hereunder, shall be unchanged in all respects by this Replacement Amendment and the selection of is not a Series B Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the BorrowerCommitment. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Replacement Revolving Facility Amendment (Six Flags Entertainment Corp)

Replacement Revolving Commitments. (a) The U.S. Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the effectiveness of the 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 all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall not be shorter than the maturity date of the Replaced Revolving Commitments, and the revolving loans thereunder “Replacement Revolving Loans”Commitments shall not be subject to any amortization; (iv) the LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, such Replacement Revolving Lenders, the Administrative Agent and the LC Issuers thereunder (or any replacement LC Issuers). ; (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the U.S. Borrower and such Replacement Revolving Lenders, shall not be materially more favorable (when taken as a whole) to such Replacement Revolving Lenders than those applicable to the Revolving Lenders with Replaced Revolving Commitments (as determined by the U.S. Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to the Revolving Facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and (viii) all Replacement Revolving Commitments shall rank pari passu to any then outstanding Revolving Commitments as to lien priorities and rights of payment. (b) Each such notice shall specify (x) the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments Day and (y) the amount identity of any Letter the Persons (each of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving CommitmentsCommitments as if it were an assignee)) whom the U.S. Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person. (c) This Section 2.21 shall supersede any provisions in Section 11.12 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Replacement Revolving Lenders, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line LenderU.S. Borrower, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit reasonable opinion of the applicable Collateral Documents on a pari passu basis with Administrative Agent and the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretionU.S. Borrower, to provide a Replacement Revolving Commitment and effect the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes provisions of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the BorrowerSection 2.21. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (GTT Communications, Inc.)

Replacement Revolving Commitments. (a) The Borrower Company may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”)) which refinances all or any portion of the Revolving Facility. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower Company proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 5.2 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Dateimmediately prior to giving effect to such Replacement Revolving Commitments; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Revolving Termination Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower Company and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter letter of Credit Sublimit credit sublimit, swingline commitment and Swing Line Sublimit sublimit for Loans made in Canadian Dollars under such Replacement Revolving Facility which shall be as agreed between the BorrowerCompany, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Swingline Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to to, the Lenders providing such Replacement Revolving Commitments than, than those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, three Revolving Facilities in the aggregate, aggregate of Revolving Credit Commitments and Replacement Revolving Commitment Series the Company in effect at any time any Replacement Revolving Commitment Series is established; andtime; (vi) the Loan Parties and the Collateral Administrative Agent shall enter into such amendments to the Collateral Security Documents as may be reasonably requested by the Collateral Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Security Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Administrative Agent; and (vii) Revolving Commitments refinanced with Replacement Revolving Commitments shall be, substantially concurrently with the effectiveness of such Replacement Revolving Commitments, terminated pursuant to Section 2.6. (b) The Borrower Company may approach any Lender additional bank, financial institution or other entity which may elect to become a “Lender” under this Agreement in connection with any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to transaction described in Section 10.07 2.24(a) to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender that is not at such time a Lender shall be subject to any the consent that would of the Company and the Administrative Agent (which consent shall not be required pursuant to Section 10.07unreasonably withheld, conditioned or delayed). Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the BorrowerCompany. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the BorrowerBorrowers, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Swingline Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (aSection 2.24(a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditionsconditions set forth in this Section 2.24, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series Commitments of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Facility Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Facility Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their respective Replacement Revolving Credit PercentagesCommitments. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Dealertrack Technologies, Inc)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 4 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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 Subject to the Administrative Agent; provided that: (i) before and after giving effect to the establishment satisfaction or waiver in writing of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions condition precedent set forth in Section 4.01 5 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement and Increase Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto (collectively, the “Series C Replacement Revolving Commitments”) and (y) that on the Effective Date (as defined below) all of its Revolving Credit Commitment under the Existing Credit Agreement (if any) shall be satisfied; (ii) after giving effect Refinanced and replaced in its entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Replacement and Increase Amendment. For the establishment avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Increase Amendment (such Revolving Credit Commitments, the aggregate “Exiting Commitments” and such Lender an “Exiting Lender”) shall be Refinanced or replaced by a Replacement Revolving Commitment hereunder in its entirety and from and after the Effective Date, (i) upon receipt by each Exiting Lender of an amount equal to all principal, interest, fees and breakage costs (if any) in respect of outstanding Revolving Credit Commitments shall not exceed Loans and other Obligations owing to such Exiting Lender under the aggregate amount of Credit Agreement and the other Loan Documents arising from its Revolving Credit Commitments Commitment, such Exiting Lender shall cease with immediate effect to be a party to and a Revolving Credit Lender under the Credit Agreement and the other Loan Documents, (ii) no Exiting Lender shall have any obligations or liabilities under the Credit Agreement as a Revolving Credit Lender with respect to the period from and after the Effective Date and, without limiting the foregoing, no Exiting Lender shall have any Revolving Credit Commitment under the Credit Agreement or any L/C Obligations outstanding on under the Amendment No. 1 Effective Date; Credit Agreement and (iii) no Replacement Revolving Commitments Exiting Lender shall have any rights under the Credit Agreement or any other Loan Document as a scheduled Revolving Credit Lender; provided that the rights under the Credit Agreement expressly stated to survive the termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower Agreement and the Lenders providing such Replacement Revolving Commitments and (y) the amount repayment of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which amounts outstanding thereunder shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with survive for the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant each Exiting Lender. After giving effect to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “hereunder, the Credit Agreement’s Revolving Credit Commitments as of the date hereof shall be comprised solely of Series C Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the BorrowerCommitments. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Replacement Revolving Facility and Incremental Amendment to Second Amended and Restated Credit Agreement (Six Flags Entertainment Corp)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 89 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 34 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 34 Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice Each of the Revolving Lenders shall have a Revolving Commitment in the amount set forth opposite such Revolving Lender’s name on Schedule I hereto and agrees, severally and not jointly, to Administrative Agent elect make Revolving Loans to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that as described in Section 2.01 of the Replacement Amended Credit Agreement, with such Revolving Commitments shall become effective, which shall be a date not less than five Business Days after having the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions terms set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Amended Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on Agreement. On the Amendment No. 1 6 Effective Date;, the Revolving Commitments will replace the Original Revolving Commitments. Any Revolving Loans outstanding immediately prior to the Amendment No. 6 Effective Date, shall be deemed to be borrowed under the Amended Credit Agreement and will be reallocated on a pro rata basis among the Revolving Lenders under the Amended Credit Agreement. Any Letters of Credit outstanding immediately prior to the Amendment No. 6 Effective Date shall be deemed to be issued under the Revolving Commitments and the participations in any outstanding Letters of Credit shall be adjusted in accordance with each Revolving Lender’s Applicable Percentage as reallocated in accordance with this Section 4(a). (b) Each Revolving Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 6 Arrangers, any other Revolving Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Maturity Date of Administrative Agent by the Revolving Credit Facility (or if laterterms thereof, the date required pursuant to any Replacement Revolving Facility Amendment); together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all other of the obligations which by the terms applicable of the Amended Credit Agreement are required to such Replacement Revolving Facility be performed by it as a Lender. (other than provisions relating to c) Upon (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (yi) the amount execution of any Letter a counterpart of Credit Sublimit and Swing Line Sublimit under such Replacement this Amendment by each Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving CommitmentsLender, the Administrative Agent and the Replacement L/C Issuer Borrower and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments(ii) shall be substantially identical to, or less favorable the delivery to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all fully executed counterpart (including by way of telecopy or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”other electronic transmission) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditionshereof, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Revolving Commitment Series shall purchase from each set forth on Schedule I hereto, effective as of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Amendment No. 6 Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit PercentagesDate. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 4 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the revolving loans thereunder “effectiveness of the Replacement Revolving Loans”). Each Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such notice effectiveness shall specify be terminated, and all or an equivalent portion of the date Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (eachit being understood, a “however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Facility Effective Date”Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) on which such Replacement Revolving Commitments shall be in an aggregate amount not greater than the Borrower proposes that aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall become effective, which shall not 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant subject to any Replacement Revolving Facility Amendment); amortization; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Issuing Banks thereunder (or any replacement Issuing Banks); (v) (A) the pricing, rate floors, discounts, fees and prepayment provisions applicable to such Replacement L/C Issuer Revolving Commitments shall be as agreed between the Borrower and the Replacement Swing Line LenderRevolving Lenders so long as, if anyin the case of any mandatory or optional prepayment provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Credit Facility; Commitments (v) there shall be no more than two Classesas determined by the Borrower in good faith), in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments except to the Collateral Documents as may be reasonably requested by extent such covenants and other terms apply solely to any period after the Collateral Agent (which shall not require Latest Maturity Date then applicable to -93- any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the applicable Collateral Documents on other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; and (vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Replacement Revolving Commitments shall rank pari passu basis in right of payment and of security with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentexisting Revolving Commitments. (b) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other Person proposes that would the Replacement Revolving Commitments become effective, which shall be a permitted Business Day and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 2.23 shall supersede any provisions in Section 2.13 2.18 or 10.01 to the contrary.Section 9.02

Appears in 1 contract

Samples: Credit Agreement (Virtus Investment Partners, Inc.)

Replacement Revolving Commitments. (a) The Borrower Borrowers may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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. substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (i) before it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); ii. such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); iii. the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfiedReplaced Revolving Commitments; (ii) after giving effect to iv. the establishment of any L/C Sublimit and the Swingline Sublimit under such Replacement Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and Agent, the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Swing Line LenderRevolving Commitment) or each L/C Issuer (other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), if anyas the case may be; (A) the pricing, under rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Facility; Agreement (v) there shall be no more than two Classes, in before giving effect to the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is established; and (vi) the Loan Parties understood and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure agreed that the Replacement Revolving Loans Commitments may be guaranteed by Subsidiaries that are provided Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors); vi. no existing Lender shall be required to provide any Replacement Revolving Commitments; vii. the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the benefit existing Revolving Commitments; viii. any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of the applicable Collateral Documents Credit and Swingline Loans on a pari passu pro rata basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentany existing Revolving Commitments. (b) The Borrower may approach any Lender or any other Each such notice shall specify (x) the date on which the Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment to this Agreement among Additional Credit Extension Amendment executed by the Borrower, the Administrative Agent, Persons providing the Replacement Revolving Lenders providing Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such Replacement Revolving Loans amendments to this Credit Agreement and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall the other Credit Documents as may be consistent with necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.19. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Live Nation Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower Borrowers may by written notice at any time and from time to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and the revolving loans thereunder ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (Replacement Replaced Revolving LoansCommitments”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the establishment reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments on shall be later than the Replacement Revolving Facility Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Replaced Revolving 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 on the Amendment No. 1 Effective Date; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); (iv) all other terms applicable to the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which Commitments shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and Agent, the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Swing Line LenderRevolving Commitment) or each L/C Issuer (other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), if anyas the case may be; (A) the pricing, under rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Facility; Agreement (vbefore giving effect to the Replacement Revolving Commitments) there shall or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving CommitmmentsCommitments may be no more than two Classesguaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the aggregate, case of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at Commitments of Foreign Borrowers, which may be guaranteed by any time any Replacement Revolving Commitment Series is established; andGuarantors); (vi) the Loan Parties and the Collateral Agent no existing Lender shall enter into such amendments be required to the Collateral Documents as may be reasonably requested by the Collateral Agent provide any Replacement Revolving Commitments; (which shall not require any consent from any Lendervii) in order to ensure that the Replacement Revolving Loans are provided Commitments shall rank pari passu in right of payment and security with the benefit existing Revolving Commitments; (viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of the applicable Collateral Documents Credit and Swingline Loans on a pari passu pro rata basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agentany existing Revolving Commitments. (b) The Borrower may approach any Lender or any other Each such notice shall specify (x) the date on which the Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Credit Commitment pursuant to Section 10.07 to provide all or a Lender”) and the portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrowerby each such Person. (c) This Section 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be established pursuant to documented by an amendment to this Agreement among Additional Credit Extension Amendment executed by the Borrower, the Administrative Agent, Persons providing the Replacement Revolving Lenders providing Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such Replacement Revolving Loans amendments to this Credit Agreement and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall the other Credit Documents as may be consistent with necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)this Section 2.19. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Live Nation Entertainment, Inc.)

Replacement Revolving Commitments. (a) The Borrower may by written notice Pursuant to Administrative Agent elect to request Section 2.16(c) of the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (eachLoan Agreement, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement 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) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions 2018 Revolving Lenders shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrower as described in Section 2.2 of the Amended Loan Agreement, with such 2018 Revolving Credit Commitments having the terms set forth in Section 4.01 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving 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 on Amended Loan Agreement. On the Amendment No. 1 7 Effective Date;, the 2018 Revolving Commitments will replace the Original Revolving Credit Commitments. The Borrower shall prepay in full the outstanding principal amount of any Revolving Loans outstanding immediately prior to the Amendment No. 7 Effective Date. Any Letters of Credit outstanding immediately prior to the Amendment No. 7 Effective Date shall be deemed to be issued under the 2018 Revolving Credit Commitments. (b) Each 2018 Revolving Lender (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers or any other 2018 Revolving Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) no Replacement Revolving Commitments shall have a scheduled termination date prior appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Loan Agreement and the other Loan Documents as are delegated to the Maturity Date of Administrative Agent by the Revolving Credit Facility (or if laterterms thereof, the date required pursuant to any Replacement Revolving Facility Amendment); together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all other of the obligations which by the terms applicable of the Amended Loan Agreement are required to such Replacement Revolving Facility be performed by it as a Lender. (other than provisions relating to c) Upon (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (yi) the amount execution of any Letter a counterpart of Credit Sublimit and Swing Line Sublimit under such Replacement this Amendment by each 2018 Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving CommitmentsLender, the Administrative Agent and the Replacement L/C Issuer Borrower and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments(ii) shall be substantially identical to, or less favorable the delivery to the Lenders providing such Replacement Revolving Commitments thanAdministrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, those applicable to the Revolving Credit Facility; (v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and (vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit each of the applicable Collateral Documents on a pari passu basis with 2018 Revolving Lenders party to this Amendment shall become Lenders under the other Obligations Amended Loan Agreement and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by have the Collateral Agent. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a respective 2018 Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion set forth on Schedule I hereto, effective as of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07Amendment No. Any Replacement Revolving Commitment made on any Replacement Revolving Facility 7 Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender)Date. (d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction This Amendment No. 7 constitutes a Refinancing Amendment in respect of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Original Revolving Credit PercentagesCommitments. (e) This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

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