Supplemental Term Loans. The Borrower shall give the Administrative Agent an irrevocable prior written notice in the form attached hereto as Exhibit B-2 (a "Notice of Term Loan Borrowing") prior to Noon (Charlotte time) on the Amendment and Restatement Closing Date requesting that the Lenders with a Term Loan Commitment with respect to the Supplemental Term Loans make the Supplemental Term Loans on such date. To the extent the Supplemental Term Loans are not funded on such date, the Borrower shall be responsible for the payment to the Administrative Agent (for the pro rata benefit of any financial institution holding a commitment with respect to the Supplemental Term Loans) any amount required to be paid pursuant to Section 5.9 hereof, as if the Administrative Agent held the entire Term Loan Commitment with respect to the Supplemental Term Loans. Upon receipt of such Notice of Term Loan Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender with a Term Loan Commitment with respect to the Supplemental Term Loans to make the Supplemental Term Loans thereof. Not later than 3:00 p.m. (Charlotte time) on the Amendment and Restatement Closing Date, each such Lender will make available to the Administrative Agent for the account of the Borrower, at the office of the Administrative Agent in immediately available funds, the amount of such Supplemental Term Loans to be made by such Lender on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Supplemental Term Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower.
Supplemental Term Loans. Subject to the terms and conditions of this Agreement, each Lender with a Term Loan Commitment with respect to the Supplemental Term Loans as of the Amendment and Restatement Closing Date severally agrees to make a Supplemental Term Loan to the Borrower on the Amendment and Restatement Closing Date. The Supplemental Term Loans shall be funded by each such Lender in a principal amount equal to such Lender's Term Loan Commitment with respect to the Supplemental Term Loans as identified on the Register made on the Amendment and Restatement Closing Date.
Supplemental Term Loans. Prior to the Supplemental Term Loan Availability Expiration Date and upon not more than two occasions, subject to the requirements of this subsection 2.1A(ii) and the other terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, Company may propose to incur Supplemental Term Loans in accordance with clause (b) of this subsection 2.1A(ii) to be used solely for the purposes identified in subsection 2.5B. The aggregate amount of Supplemental Term Loans shall not exceed (1) if the Supplemental Term Loan Pro Forma Leverage Ratio at the date of incurrence equals or exceeds 3.50:1.00, $125,000,000 or (2) if the Supplemental Term Loan Pro Forma Leverage Ratio at the date of incurrence is less than 3.50:1.00, $250,000,000. Supplemental Term Loans must either (A) (y) bear interest determined solely by reference to the Base Rate plus the Applicable Base Rate Margin or the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin and (z) have scheduled principal payments precisely proportionate to the then remaining unpaid installments of principal of the Restructured Term Loans set forth in subsection 2.4A(i) or (B) (y) bear interest at floating rates not in excess of the sum of the Adjusted Eurodollar Rate then in effect plus the Applicable Eurodollar Rate Margin for Restructured Term Loans plus 2.00% per annum or at a fixed rate not in excess of the sum of the Adjusted Eurodollar Rate then in effect plus the Applicable Eurodollar Rate Margin for Restructured Term Loans plus 2% per annum and (z) have a weighted average life to maturity of all scheduled principal installments of such Supplemental Term Loans longer than the then weighted average life to maturity of the then remaining unpaid installments of principal of the Restructured Term Loans. Except as set forth in the preceding sentence and as expressly set forth elsewhere in this Agreement, the Supplemental Term Loans will be deemed to be an additional tranche of Term Loans with terms identical to the Restructured Term Loans. Supplemental Term Loans may only be incurred (x) with the written consent of Administrative Agent and Requisite Lenders, (y) solely in connection with a Permitted Supplemental Term Loan Acquisition and (z) if at the time of such incurrence no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby. Amounts borrowed under this subsection 2.1A(ii) and subseque...
Supplemental Term Loans. Each Lender party hereto hereby agrees, subject to the Supplemental Funding Conditions, to provide additional Term Loans (the “Supplemental Term Loans”) for purposes of implementing the restructuring transactions contemplated by the Restructuring Support Agreement. The terms and conditions of the Supplemental Term Loans shall be acceptable to the Lenders in their sole discretion and shall include, without limitation, a requirement that each of the Loan Parties complies with the Restructuring Support Agreement in all respects. As used herein, the “Supplemental Funding Conditions” shall mean (a) the receipt by the Lenders of a projected statement of sources and uses of cash for the Loan Parties and their Subsidiaries on a weekly basis, for the following 13 calendar weeks, including any anticipated use of the proceeds of the Supplemental Term Loans, in form and substance reasonably satisfactory to the Lenders, (b) the timely execution and delivery of the Restructuring Support Agreement, (c) the execution of an amendment to the Amended Credit Agreement providing for the Supplemental Term Loans and delivery by the Loan Parties of related documentation reasonably requested by the Lenders and (d) such other conditions as shall be specified by the Lenders in their reasonable discretion.
Supplemental Term Loans. (a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein and in the other Loan Documents, each Supplemental Term Lender agrees, severally and not jointly, to make a Supplemental Term Loan to the Borrower on the Supplemental Term Loan Closing Date in a principal amount not to exceed the commitment of such Supplemental Term Lender to make Supplemental Term Loans as set forth on Schedule I hereto.
(b) The Borrower will use the proceeds of the Supplemental Term Loans only for the purposes specified in the recitals to this Amendment.
(c) Unless the context shall otherwise require, the terms "TERM LOANS" and "LOANS" as used in the Credit Agreement shall include the Supplemental Term Loans, and the terms "TERM LENDERS" and "LENDERS" as used herein and in the Credit Agreement shall include each Supplemental Term Lender (other than any Supplemental Term Lender that has ceased to be a party to the Credit Agreement pursuant to an Assignment and Acceptance).
Supplemental Term Loans. At any time prior to the Supplemental Term Loan Availability Expiration Date, subject to the requirements of this subsection 2.1A(iv) and the other terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, Borrower may propose to incur Supplemental Term Loans in accordance with clause (b) of this subsection 2.1A(iv) to be used solely for the purposes identified in subsection 2.5C. The aggregate amount of Supplemental Term Loans shall not exceed $75,000,000. The Supplemental Term Loans shall have terms identical to the Term B Loans; provided that fees payable to lenders for their Supplemental Term Loan commitments and interest payable on the Supplemental Term Loans will be as determined at the time such commitment becomes effective. Supplemental Term Loans may only be incurred (x) with the written consent of Administrative Agent, (y) solely in connection with a Permitted Acquisition and (z) if at the time of such incurrence no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby. Amounts borrowed under this subsection 2.1A(iv) and subsequently repaid or prepaid may not be reborrowed.
Supplemental Term Loans. The proceeds of the Supplemental Term Loans shall be used solely to finance Permitted Acquisitions.
Supplemental Term Loans. 1. Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, each Supplemental Term Lender agrees, severally and not jointly, to make a Supplemental Term Loan to Borrower in Dollars on the Restatement Date in a principal amount equal to such Supplemental Term Lender’s Supplemental Term Loan Commitment as set forth on Schedule 2.1 to the Restated Credit Agreement. For purposes hereof, a person shall become a Supplemental Term Lender and a party to the Restated Credit Agreement (upon the effectiveness of the IPO Amendments and the Restated Credit Agreement) by executing and delivering to Administrative Agent, on or prior to 5:00 p.m. (New York City time) on June 1, 2006, a signature page to this Amendment. Each Supplemental Term Lender’s Supplemental Term Loan Commitment shall expire immediately and without further action on September 30, 2006 if the Restatement Date does not occur on or before that date.
2. Each Supplemental Term Lender shall fund its Supplemental Term Loans to Administrative Agent on the Restatement Date, in the manner contemplated by the Restated Credit Agreement. The Supplemental Term Loan Commitments of the Supplemental Term Lenders are several and not joint, and no Supplemental Term Lender shall be responsible for any other Supplemental Term Lender’s failure to make any Supplemental Term Loan. The obligations of each Supplemental Term Lender to make Supplemental Term Loans on the Restatement Date are subject to (a) the satisfaction or waiver in accordance with the Restated Credit Agreement of each of the conditions set forth in subsection 4.1 of the Restated Credit Agreement and (b) the Restated Credit Agreement and the IPO Amendments having become effective in accordance with Section 8 hereof.
3. The proceeds of the Supplemental Term Loans shall be applied by Borrower (or, to the extent any such proceeds are dividended or distributed to Parent by Borrower, by Parent), together with the IPO Proceeds (to the extent any IPO Proceeds are contributed by Parent to Borrower), solely (i) to finance (a) the Senior Subordinated Notes Repurchase, (b) the Parent Junior Subordinated Notes Repurchase, (c) the Sponsor Preferred Stock Redemption and (d) the Parent Common Stock Repurchase, (ii) to pay the Prepayment Penalties and (iii) to pay the Transaction Costs.
4. Borrower agrees to pay each Supplemental Term Lender a ticking fee equal to 0.50% per annum of such Supplemental Term Lender’s Supplemental Term Loan Com...
Supplemental Term Loans. Each Lender that has a Supplemental Term Loan Commitment severally agrees to lend to Borrower on the Restatement Date an amount in Dollars not exceeding the amount of its Supplemental Term Loan Commitment to be used for the purposes identified in subsection 2.5A. The amount of each Lender’s Supplemental Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Supplemental Term Loan Commitments is $100,000,000. Each Lender’s Supplemental Term Loan Commitment shall expire immediately and without further action on September 30, 2006 if the Supplemental Term Loans are not made on or before that date. Borrower may make only one borrowing under the Supplemental Term Loan Commitments. Supplemental Term Loans which are subsequently repaid or prepaid may not be reborrowed.
Supplemental Term Loans. The proceeds of the Supplemental Term Loans shall be applied by Borrower solely for the purposes specified in the preliminary statements to this Agreement.
