Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that: (A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000; (B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c), shall not exceed the Available Incremental Amount; (C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan; (D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and (F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical to the existing Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make any such Incremental Term Loans fungible with the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 3 contracts
Samples: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Administration Agent (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.08(c), shall not exceed the Available Incremental Amount$35,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);; and
(E) any the Incremental Term Loans shall rank shall rank equal in priority in right have the same terms and conditions as the Term Loans except that Incremental Term Loans may have (i) a final maturity no earlier than the Term Loan Maturity Date, (ii) a weighted average life to maturity no shorter than the weighted average life of payment and be secured by a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and (iii) pricing (which shall not be guaranteed by any person other than a Loan Party include all upfront or secured by any assets other than assets that secure the existing similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical to different than the existing Term Loans and pursuant to the exact same documentation pricing applicable to the existing Term Loans; provided that to the amortization may be modified extent the Applicable Rate applicable to make any such Incremental Term Loan exceeds the Applicable Rate then applicable to the Term Loans fungible by more than 50 basis points, the Applicable Rate with respect to the latest maturing existing Term LoansLoans will be adjusted to be the same as the Applicable Rate applicable to any such Incremental Term Loan minus 50 basis points. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders Administration Agent and the Company (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.08(c), shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by on a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical pro forma basis after giving effect to the existing Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make incurrence of any such Incremental Term Loans fungible (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters), the Company shall be in compliance with the latest maturing existing financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available;
(F) Incremental Term Loans may, among other things, be subject to mandatory prepayment obligations, if any, on terms to be agreed in the applicable Incremental Term Loan Supplement; and
(G) the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall be determined by the Company, the Administrative Agent the Incremental Term Loan Lenders thereunder; provided that (i) the Incremental Term Loans shall not mature earlier than the date that is six months after the Revolving Credit Commitment Termination Date and (ii) in the event that the Applicable Rate for any Incremental Term Loan exceeds the Applicable Rate for the Revolving Credit Loans by more than 50 basis points, then the Applicable Rate for the Revolving Credit Loans shall be increased to be the same as the Applicable Rate for such Incremental Term Loan minus 50 basis points; provided, further, that in determining the Applicable Rates applicable to the Revolving Credit Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders of the Revolving Credit Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) if the LIBOR or ABR “floor” for the Incremental Term Loans is greater than the LIBOR or ABR “floor,” respectively, for the Revolving Credit Loans, the difference between such floor for the Incremental Term Loans and the Revolving Credit Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (G). Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “"Incremental Term Loan Lender”") may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “"Incremental Term Loan”"), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “"Incremental Term Loan Effective Date”") to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Administration Agent (an “"Incremental Term Loan Supplement”") executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.08(c), shall not exceed the Available Incremental Amount$50,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);; and
(E) any the Incremental Term Loans shall rank shall rank equal in priority in right have the same terms and conditions as the Term Loans except that Incremental Term Loans may have (i) a final maturity no earlier than the A-1 Term Loan Maturity Date, (ii) a weighted average life to maturity no shorter than the weighted average life of payment and be secured by a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing A-1 Term Loans and (iii) pricing (which shall not be guaranteed by any person other than a Loan Party include all upfront or secured by any assets other than assets that secure the existing similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical different than the pricing applicable to the existing A Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make any such Incremental Term Loans fungible with the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.A-1
Appears in 1 contract
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans and Term Loans A-1 in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders Administration Agent and the Company (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.11(c), shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by on a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical pro forma basis after giving effect to the existing Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make incurrence of any such Incremental Term Loans fungible (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent Reference Period for which financial statements are available), the Company shall be in compliance with the latest maturing existing financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.13(c); and
(G) the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall be determined by the Company, the Administrative Agent and the Incremental Term Loan Lenders thereunder; provided that (i) the Incremental Term Loans shall not mature earlier than the date that is six months after the Term Loan Maturity Date and (ii) in the event that the Applicable Rate for any Incremental Term Loan exceeds the Applicable Rate for the Term Loans or the Term Loans A-1 by more than 50 basis points, then the Applicable Rate for the Term Loans or the Term Loans A-1, as applicable, shall be increased to be the same as the Applicable Rate for such Incremental Term Loan minus 50 basis points; provided, further, that in determining the Applicable Rates applicable to the Term Loans, the Term Loans A-1 and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders of the Term Loans, the Term Loans A-1 or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) if the LIBOR or ABR “floor” for the Incremental Term Loans is greater than the LIBOR or ABR “floor,” respectively, for the Term Loans or Term Loans A-1, the difference between such floor for the Incremental Term Loans and the Term Loans or Term Loans A-1, as applicable, shall be equated to an increase in the Applicable Rate for purposes of this clause (G). Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 9.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 1,000,000 or a larger multiple of $1,000,000500,000 (or such lesser amount as the Administrative Agent may reasonably agree);
(B) (i) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c) and the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental AmountAmount and (ii) after giving effect to any such Incremental Term Loans on a Pro Forma Basis, the Borrower is in compliance with the financial covenants set forth in Section 6.11 recomputed as of the last day of the most recently ended Reference Period;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term LoanLoan (or, in the case of Incremental Term Loans incurred to finance a Limited Condition Transaction, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VII has occurred and is continuing or would result therefrom);
(D) the representations and warranties set forth in Article IV III and in the other Loan Documents (or, in the case of Incremental Term Loans incurred to finance a Limited Condition Transaction, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Limited Condition Transaction) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority pari passu in right of payment and be secured by a lien on the Collateral that ranks equal in priority security with the liens on the Collateral securing the existing Term Loans;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.12(c), and may share ratably in any other mandatory prepayments (which, in the case of any Incremental Term Loans provided under a “B” term loan facility, may include an excess cash flow sweep, in addition to asset sale and casualty event mandatory prepayments);
(G) subject to clause (H) below, the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall not be guaranteed determined by the Borrower, the Administrative Agent the Incremental Term Loan Lenders thereunder;
(H) no Incremental Term Loans will have (i) a final maturity earlier than the Latest Term Loan Maturity Date (as determined as of the applicable Incremental Term Loan Effective Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of any person other than a Loan Party comparable (i.e., “A” term loan facility or secured by any assets other than assets that secure the existing Term Loans“B” term loan facility) term loan facility under this Agreement; and
(FI) any Incremental Term Loans shall be on terms (including as to security and guaranteesi) that are identical to the existing Term Loans, with respect to any Incremental Term Loans that are the same tranche as the existing Term Loans, or (ii) subject to clauses (G) and pursuant to the exact same documentation applicable (H) above, that are identical to the existing Term Loans; provided that , other than those terms relating to amortization, pricing (including interest rates, rate floors or original issue discount), fees and maturity date and other than as set forth in this clause (d), or such terms as are reasonably satisfactory to the amortization may be modified Administrative Agent, the Incremental Term Loan Lenders and the Borrower, with respect to make any such Incremental Term Loans fungible with that are a separate tranche from the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Samples: Credit Agreement (Eventbrite, Inc.)
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time time, other than during the Covenant Adjustment Period, agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c) and the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term LoanLoan (or, in the case of Incremental Term Loans incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of Incremental Term Loans incurred to finance an Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority pari passu in right of payment and be secured by a lien on the Collateral that ranks equal in priority security with the liens on the Collateral securing the existing Term Loans;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.12(c), and may share ratably in any other mandatory prepayments (which, in the case of any Incremental Term Loans provided under a “B” term loan facility, may include an excess cash flow sweep, in addition to asset sale and casualty event mandatory prepayments);
(G) subject to clause (H) below, the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall not be guaranteed determined by the Borrower, the Administrative Agent the Incremental Term Loan Lenders thereunder;
(H) no Incremental Term Loans will have (i) a final maturity earlier than the Latest Term Loan Maturity Date (as determined as of the applicable Incremental Term Loan Effective Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of any person other than a Loan Party comparable (i.e., “A” term loan facility or secured by any assets other than assets that secure the existing Term Loans“B” term loan facility) term loan facility under this Agreement; and
(FI) any Incremental Term Loans shall be on terms (including as to security and guaranteesi) that are identical to the existing Term Loans, with respect to any Incremental Term Loans that are the same tranche as the existing Term Loans, or (ii) subject to clauses (E) and pursuant to the exact same documentation applicable (H) above, that are identical to the existing Term Loans; provided that , other than those terms relating to amortization, pricing (including interest rates, rate floors or OID), fees, prepayment premiums and maturity date and other than as set forth in this clause (d), or such terms as are reasonably satisfactory to the amortization may be modified Administrative Agent, the Incremental Term Loan Lenders and the Borrower, with respect to make any such Incremental Term Loans fungible with that are a separate tranche from the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders Administration Agent and the Company (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.11(c), shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by on a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical pro forma basis after giving effect to the existing Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make incurrence of any such Incremental Term Loans fungible (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent Reference Period for which financial statements are available), the Company shall be in compliance with the latest maturing existing financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available;
(F) Incremental Term LoansLoans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.13(c); and
(G) the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall be determined by the Company and the Incremental Term Loan Lenders thereunder; provided that the Incremental Term Loans shall not mature earlier than the date that is six months after the Term Loan Maturity Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld withheld, conditioned or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each each, an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that, and subject to the provisions set forth in Section 1.06 with respect to any Limited Conditionality Acquisition:
(Ai) the minimum amount of each Incremental Term Loan shall be $5,000,000 1,000,000 or a larger multiple of $1,000,000500,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(Bii) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c)2.18, shall not exceed the Incremental Available Incremental Amount;
(Ciii) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, either (A) no Default or Event of Default shall have occurred and be continuing exist on such Incremental Term Loan Effective Date before or after the making of any Incremental Term Loans pursuant thereto, or would result from such proposed therefrom or (B) in the case of any Incremental Term LoanLoan the proceeds of which are being used primarily to finance a Limited Conditionality Acquisition, (I) no Default or Event of Default shall exist on the date the definitive documentation relating to such Limited Conditionality Acquisition is entered into by the Borrower or any Subsidiary, as set forth in Section 1.06 and (II) no Specified Event of Default shall exist on the Incremental Term Loan Effective Date before or after the making of any Incremental Term Loans pursuant thereto;
(Div) the representations and warranties set forth in Article IV 3 and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving with the same effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that in the case of Incremental Term Loans incurred to finance a Limited Conditionality Acquisition, (A) this clause (iv) shall instead require the making of the Specified Representations and (B) any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the primary transaction agreement governing such Limited Conditionality Acquisition);
(Ev) any Incremental Term Loans shall rank equal in right of payment with the Revolving Loans and Revolving Commitments and the Liens on the Collateral securing the Incremental Term Loans shall rank equal in priority in right of payment and be secured by a lien on the Collateral that ranks equal in priority with the liens Liens on the Collateral securing the existing Revolving Loans and the Revolving Commitments;
(vi) no Incremental Term Loans and shall not may be (A) guaranteed by any person Subsidiaries other than a Loan Party Subsidiaries that are Guarantors or (B) secured by Liens on any assets other than assets that secure the existing Collateral;
(vii) Incremental Term LoansLoans may, among other things, be subject to mandatory prepayment obligations, and may share ratably in any other mandatory prepayments (which, in the case of any Incremental Term Loans provided under a “B” term loan facility, may include an excess cash flow sweep, in addition to asset sale and casualty event mandatory prepayments);
(viii) each Incremental Term Loan (the terms of which shall be set forth in the Incremental Term Loan Supplement) shall not (I) have a maturity date earlier than the Maturity Date (after giving effect to any extensions under Section 2.20) and (II) the amortization schedule applicable to such Incremental Term Loan shall be customary for loans of such type based on market conditions at the time of incurrence, in the good faith determination of the Borrower;
(ix) the Applicable Rate and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the applicable Incremental Term Loan Lenders and the Borrower on the applicable Incremental Term Loan Effective Date; and
(Fx) except as provided above, all other terms and conditions applicable to any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical Loan, to the existing Term Loans extent not consistent with the terms and pursuant to the exact same documentation conditions applicable to the then existing Term Loans; provided that Revolving Loans and Revolving Commitments (subject to customary adjustments to reflect the amortization may be modified to make any term loan nature of such Incremental Term Loans fungible with Loan) and applicable prior to the latest maturing existing Maturity Date, shall be reasonably satisfactory to the Administrative Agent and the Borrower (it being understood that any term or condition applicable to any Incremental Term LoansLoan that is more favorable to the Incremental Term Loan Lender making such Incremental Term Loan than the corresponding term or condition is to the Lenders making the Revolving Commitments shall be deemed reasonably satisfactory to the Administrative Agent if the Lenders making the Revolving Commitments receive the benefit of such more favorable term or condition applicable to any Incremental Term Loan through the addition of such more favorable term or condition to the Loan Documents for the benefit of the Lenders making the Revolving Commitments). Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders Administration Agent and the Company (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.11(c), shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by on a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical pro forma basis after giving effect to the existing Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make incurrence of any such Incremental Term Loans fungible (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent Reference Period for which financial statements are available), the Company shall be in compliance with the latest maturing existing financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.13(c); and (G) the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall be determined by the Company, the Administrative Agent the Incremental Term Loan Lenders thereunder; provided that (i) the Incremental Term Loans shall not mature earlier than the date that is six months after the Term Loan Maturity Date and (ii) in the event that the Applicable Rate for any Incremental Term Loan exceeds the Applicable Rate for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to be the same as the Applicable Rate for such Incremental Term Loan minus 50 basis points; provided, further, that in determining the Applicable Rates applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) if the LIBOR or ABR “floor” for the Incremental Term Loans is greater than the LIBOR or ABR “floor,” respectively, for the Term Loans, the difference between such floor for the Incremental Term Loans and the Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (G). Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time time, other than during the Covenant Adjustment Period, agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and tranche as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and
, or (Fii) any Incremental Term Loans shall be on terms subject to clauses (including as to security E) and guarantees(H) above, that are identical to the existing Term Loans Loans, other than those terms relating to amortization, pricing (including interest rates, rate floors or OID), fees and pursuant maturity date and other than as set forth in this clause (d), or such terms as are reasonably satisfactory to the exact same documentation applicable Administrative Agent, the Incremental Term Loan Lenders and the Borrower, with respect to the existing Term Loans; provided that the amortization may be modified to make any such Incremental Term Loans fungible with that are a separate tranche from the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Requests for Incremental Term Loans. The Company and any one or more Lenders or other lenders arranged by the Company and approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders Administration Agent and the Company (an “Incremental Term Loan Supplement”) executed and delivered by the Company, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred made under Section 2.10(c2.11(c), shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term Loan;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority in right of payment and be secured by on a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Term Loans and shall not be guaranteed by any person other than a Loan Party or secured by any assets other than assets that secure the existing Term Loans; and
(F) any Incremental Term Loans shall be on terms (including as to security and guarantees) that are identical pro forma basis after giving effect to the existing Term Loans and pursuant to the exact same documentation applicable to the existing Term Loans; provided that the amortization may be modified to make incurrence of any such Incremental Term Loans fungible (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent Reference Period for which financial statements are available), the Company shall be in compliance with the latest maturing existing financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.13(c); and
(G) the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall be determined by the Company, the Administrative Agent the Incremental Term Loan Lenders thereunder; provided that (i) the Incremental Term Loans shall not mature earlier than the date that is six months after the Term Loan Maturity Date and (ii) in the event that the Applicable Rate for any Incremental Term Loan exceeds the Applicable Rate for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to be the same as the Applicable Rate for such Incremental Term Loan minus 50 basis points; provided, further, that in determining the Applicable Rates applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) if the LIBOR or ABR “floor” for the Incremental Term Loans is greater than the LIBOR or ABR “floor,” respectively, for the Term Loans, the difference between such floor for the Incremental Term Loans and the Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (G). Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c) and the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term LoanLoan (or, in the case of Incremental Term Loans incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of Incremental Term Loans incurred to finance an Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority pari passu in right of payment and be secured by a lien on the Collateral that ranks equal in priority security with the liens on the Collateral securing the existing Term Loans;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.12(c), and may share ratably in any other mandatory prepayments (which, in the case of any Incremental Term Loans provided under a “B” term loan facility, may include an excess cash flow sweep, in addition to asset sale and casualty event mandatory prepayments);
(G) subject to clause (H) below, the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall not be guaranteed determined by the Borrower, the Administrative Agent the Incremental Term Loan Lenders thereunder;
(H) no Incremental Term Loans will have (i) a final maturity earlier than the Latest Term Loan Maturity Date (as determined as of the applicable Incremental Term Loan Effective Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of any person other than a Loan Party comparable (i.e., “A” term loan facility or secured by any assets other than assets that secure the existing Term Loans“B” term loan facility) term loan facility under this Agreement; and
(FI) any Incremental Term Loans shall be on terms (including as to security and guaranteesi) that are identical to the existing Term Loans, with respect to any Incremental Term Loans that are the same tranche as the existing Term Loans, or (ii) subject to clauses (E) and pursuant to the exact same documentation applicable (H) above, that are identical to the existing Term Loans; provided that , other than those terms relating to amortization, pricing (including interest rates, rate floors or OID), fees and maturity date and other than as set forth in this clause (d), or such terms as are reasonably satisfactory to the amortization may be modified Administrative Agent, the Incremental Term Loan Lenders and the Borrower, with respect to make any such Incremental Term Loans fungible with that are a separate tranche from the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each an “Incremental Term Loan”), which may be the same facility as the theany then-existing Incremental Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c) and the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term LoanLoan (or, in the case of Incremental Term Loans incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of Incremental Term Loans incurred to finance an Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority pari passu in right of payment and be secured by a lien on the Collateral that ranks equal in priority security with the liens on the Collateral securing the existing TermRevolving Credit Loans and Revolving Credit Commitments;
(F) Incremental Term Loans may, among other things, be subject to thecustomary mandatory prepayment obligations set forth in Section 2.12(c), and may share ratably in any other mandatory prepayments (which, in the case of any Incremental Term Loans provided under a “B” term loan facility, may include an excess cash flow sweep, in addition to asset sale and casualty event mandatory prepayments);
(G) subject to clause (H) below, the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall not be guaranteed determined by any person the Borrower, the Administrative Agent the Incremental Term Loan Lenders thereunder;
(H) no Incremental Term Loans will have (i) a final maturity earlier than the Latest Term Loan Maturity Date (as determined as of the applicable Incremental Term Loan Effective Date) or (ii) other than as set forth in clause (F) above, a Loan Party weighted average life to maturity that is shorter than the weighted average life to maturity of any comparable (i.e., “A” term loan facility or secured by any assets other than assets that secure the “B” term loan facility) then-existing Term LoansIncremental tTerm loan facilityLoans under this Agreement; and
(FI) any Incremental Term Loans shall be on terms (including i) that are identical to theapplicable then-existing Incremental Term Loans, with respect to any Incremental Term Loans that are the same tranche as the then-existing Incremental Term Loans, or (ii) subject to security clauses (E), (F) and guarantees(H) above, that are identical to the existing Term Loans TermRevolving Credit Commitments and pursuant Revolving Credit Loans, other than those terms relating to amortization, pricing (including interest rates, rate floors or OID), fees, prepayment premiums and maturity date and other than as set forth in this clause (d), or such terms as are reasonably satisfactory to the exact same documentation applicable Administrative Agent, the Incremental Term Loan Lenders and the Borrower, with respect to the existing Term Loans; provided that the amortization may be modified to make any such Incremental Term Loans fungible with the latest maturing that are a separate tranche from theany then-existing Incremental Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Requests for Incremental Term Loans. The Company Borrower and any one or more Lenders or other lenders arranged by the Company Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (an “Incremental Term Loan Lender”) may from time to time agree that such Incremental Term Loan Lenders shall make one or more tranches of term loans available to the Company Borrower (each an “Incremental Term Loan”), which may be the same facility as the existing Term Loans or a separate class of term loans. Any such Incremental Term Loan shall be made available (the date such Incremental Term Loan is made available, an “Incremental Term Loan Effective Date”) to the Company Borrower on terms and pursuant to a supplement to this Agreement in form and substance substantially consistent with the terms related to the Term Loans in this Agreement, or otherwise reasonably satisfactory to the Administrative Agent, the Incremental Term Loan Lenders and the Company Borrower (an “Incremental Term Loan Supplement”) executed and delivered by the CompanyBorrower, the applicable Incremental Term Loan Lenders and the Administrative Agent (which Incremental Term Loan Supplement may include such amendments to this Agreement as shall be required in the reasonable judgment of the Administrative Agent to effect the intent of this Section); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Incremental Term Loan shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Incremental Term Loans hereunder, together with the aggregate amount of Revolving Credit Commitment Increases incurred under Section 2.10(c) and the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Incremental Term LoanLoan (or, in the case of Incremental Term Loans incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of Incremental Term Loans incurred to finance an Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Incremental Term Loan on and as of the Incremental Term Loan Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Incremental Term Loans shall rank shall rank equal in priority pari passu in right of payment and be secured by a lien on the Collateral that ranks equal in priority security with the liens on the Collateral securing the existing Term Loans;
(F) Incremental Term Loans may, among other things, be subject to the mandatory prepayment obligations set forth in Section 2.12(c), and may share ratably in any other mandatory prepayments (which, in the case of any Incremental Term Loans provided under a “B” term loan facility, may include an excess cash flow sweep, in addition to asset sale and casualty event mandatory prepayments);
(G) subject to clause (H) below, the interest rates, maturity and amortization schedules applicable to any Incremental Term Loan shall not be guaranteed determined by the Borrower, the Administrative Agent the Incremental Term Loan Lenders thereunder;
(H) no Incremental Term Loans will have (i) a final maturity earlier than the Latest Term Loan Maturity Date (as determined as of the applicable Incremental Term Loan Effective Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of any person other than a Loan Party comparable (i.e., “A” term loan facility or secured by any assets other than assets that secure the existing Term Loans“B” term loan facility) term loan facility under this Agreement; and
(FI) any Incremental Term Loans shall be on terms (including as to security and guaranteesi) that are identical to the existing Term Loans, with respect to any Incremental Term Loans that are the same tranche as the existing Term Loans, or (ii) subject to clauses (E) and pursuant to the exact same documentation applicable (H) above, that are identical to the existing Term Loans; provided that , other than those terms relating to amortization, pricing (including interest rates, rate floors or OID), fees, prepayment premiums and maturity date and other than as set forth in this clause (d), or such terms as are reasonably satisfactory to the amortization may be modified Administrative Agent, the Incremental Term Loan Lenders and the Borrower, with respect to make any such Incremental Term Loans fungible with that are a separate tranche from the latest maturing existing Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Incremental Term Loan Lender and any election to do so shall be in the sole discretion of each Lender.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
