Term Facilities. (a) The Tranche A Lenders hereby establish for the benefit of the Borrower a term loan facility (the “Tranche A Term Facility”) in an aggregate principal amount equal to the Tranche A Loan Amount (or, if less on the Term Conversion Date, an amount equal to the principal amount of the Tranche A Construction Loans outstanding as of the Term Conversion Date (after giving effect to any Borrowing of Tranche A Construction Loans on such date and any prepayment of Tranche A Construction Loans on such date in accordance herewith)).
(b) The Tranche B Lenders hereby establish for the benefit of the Borrower a term loan facility (the “Tranche B Term Facility”, and together with the Tranche A Term Facility, the “Term Facility”) in an aggregate principal amount equal to the Tranche B Loan Amount (or, if less on the Term Conversion Date, an amount equal to the principal amount of the Tranche B Construction Loans outstanding as of the Term Conversion Date (after giving effect to any Borrowing of Tranche B Construction Loans on such date and any prepayment of Tranche B Construction Loans on such date in accordance herewith)).
(c) Subject to and upon the terms and conditions set forth herein:
(i) each Tranche A Lender agrees that on the Term Conversion Date, all Tranche A Construction Loans of such Tranche A Lender outstanding on such date (after giving effect to any Borrowing of Tranche A Construction Loans on such date and any prepayment of Tranche A Construction Loans on such date in accordance herewith) shall automatically convert into term loans under the Tranche A Term Facility (each, a “Tranche A Term Loan”); and
(ii) each Tranche B Lender agrees that on the Term Conversion Date, all Tranche B Construction Loans of such Tranche B Lender outstanding on such date (after giving effect to any Borrowing of Tranche B Construction Loans on such date and any prepayment of Tranche B Construction Loans on such date in accordance herewith) shall automatically convert into term loans under the Tranche B Term Facility (each, a “Tranche B Term Loan”, and together with Tranche A Term Loans, the “Term Loans”). For the avoidance of doubt, the Tranche A Construction Loans and the Tranche B Construction Loans shall convert to Tranche A Term Loans and Tranche B Term Loans (respectively) on the same date. NEWYORK 8115155 (2K) 3
(d) Construction Loans shall be deemed to be continued as and converted to Term Loans as provided hereby. The Term Loans are available only on the terms and cond...
Term Facilities. (i) Prior to the consummation of a Qualified MLP IPO, the Borrower shall repay to the Administrative Agent for the ratable account of the Lenders the outstanding principal amounts of the Term Advances in consecutive quarterly installments (each such payment, an “Installment”) on the last Business Day of each calendar quarter prior to the Maturity Date (commencing on September 30, 2014) (each such Business Day, an “Amortization Date”) in an aggregate amount equal to the percentage set forth below (each such percentage, an “Installment Percentage”) times the aggregate principal amount of Tranche A Advances originally outstanding on the Effective Date or Delayed Draw Advances originally outstanding on the Delayed Draw Term Loan Commitment Termination Date, as applicable, (after giving effect to any applications of prepayments in accordance with Section 2.04 prior to such Amortization Date), with the remaining balance of such Term Advances due on the Term Maturity Date. September, 2014 2.50% 2.50% December, 2014 2.50% 2.50% March, 2015 2.50% 2.50% June, 2015 2.50% 2.50% September, 2015 2.50% 2.50% December, 2015 2.50% 2.50% March, 2016 2.50% 2.50% June, 2016 2.50% 2.50% September, 2016 16.0% 16.0% December, 2016 16.0% 16.0% March, 2017 16.0% 16.0% June, 2017 16.0% 16.0% Term Maturity Date All Remaining Principal Amounts thereof All Remaining Principal Amounts thereof
(ii) From and after the consummation of a Qualified MLP IPO, the Borrower shall repay to the Administrative Agent for the ratable account of the Lenders the outstanding principal amounts of the Term Advances in consecutive quarterly Installments on each Amortization Date in an aggregate amount equal to 1% per annum times the aggregate principal amount of Tranche A Advances originally outstanding on the Effective Date or Delayed Draw Advances outstanding on the Delayed Draw Term Loan Commitment Termination Date, as applicable, (after giving effect to any applications of prepayments in accordance with Section 2.04 prior to such Amortization Date), with the remaining balance of such Term Advances due on the Term Maturity Date.
(iii) Notwithstanding the foregoing, in the event any New Term Advances are made, such New Term Advances shall be repaid on each Amortization Date occurring on or after the applicable Increased Amount Date in the manner specified in the applicable Joinder Agreement.
Term Facilities. (a) Bidco may cancel any of the Commitments in respect of the Term Facilities in whole or in part (but if in part in a minimum amount of EUR1,000,000) at any time during the Availability Period for the relevant Term Facility by giving not less than 5 Business Days irrevocable written notice to that effect to the Facility Agent specifying the date and amount of the proposed cancellation. Any such cancellation shall reduce each Lender’s Commitment for such Term Facility on a pro rata basis.
(b) On the last Business Day of the relevant Availability Period for the relevant Term Facilities (other than the Tranche D Term Facility) any portion of the Commitments in relation to the relevant Term Facilities remaining undrawn will be cancelled.
(c) Any portion of the Tranche D Commitments remaining undrawn on the Completion Date will be cancelled.
Term Facilities. On the last Business Day of the Availability Period for the Term Facilities any portion of the Commitments in relation to the Term Facilities remaining undrawn will be cancelled.
Term Facilities. (a) Subject to the provisions of this agreement, each Interest Period for a Term Advance shall be one, three or six months as notified by the relevant Borrower to the Facility Agent no later than 10.00 am three Business Days before the start of that Interest Period (or any other period which the Facility Agent may agree).
(b) The first Interest Period for a Term Advance will start on its Drawdown Date and each subsequent Interest Period for that Term Advance will start on the last day of the immediately preceding Interest Period for that Term Advance.
(c) Each relevant Borrower will select Interest Periods for a Term Advance so that each Repayment Date for that Term Advance will fall on the last day of an Interest Period and, for this purpose, that Borrower may split any Term Advance into two separate Term Advances one of which shall (if applicable) be in an amount at least equal to the amount of the instalment due on the next following Repayment Date relating to that Term Advance and will have an Interest Period expiring on that Repayment Date.
(d) If a Borrower fails to select an Interest Period then, save as provided in this clause 9, it will be deemed to have selected a period of three months or any shorter period which is necessary to comply with the requirements of clause 9.1(c).
Term Facilities. (a) Subject to the terms and conditions of this Agreement, each Term A Lender severally agrees to make a term loan (a "Term A Loan") to the ----------- Borrower on the Initial Borrowing Date (and not thereafter) in an aggregate principal amount equal to the Term A Commitment of such Term A Lender. The Term A Loan of each Term A Lender shall be evidenced by either: (a) a Term A Note in an original principal amount equal to the Term A Commitment of such Term A Lender, payable to its or its nominee's order on or before the Term A Maturity Date; or (b) loan accounts or records maintained by such Term A Lender pursuant to Section 2.8 hereof. The Term A Commitments shall ----------- terminate on the date after the Initial Borrowing Date. The Term A Loans are not revolving in nature and amounts repaid or prepaid thereon pursuant to Section 2.4 or Section 4.2 may not be reborrowed. ----------- -----------
(b) The Term A Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.5 or Section 4.5. ----------- -----------
(c) Subject to the terms and conditions of this Agreement, each Term B Lender severally agrees to make a term loan (a "Term B Loan") to the ----------- Borrower on the Initial Borrowing Date (and not thereafter) in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loan of each Term B Lender shall be evidenced by either: (a) a Term B Note in an original principal amount equal to the Term B Commitment of such Term B Lender, payable to its or its nominee's order on or before the Term B Maturity Date; or (b) loan accounts or records maintained by such Term B Lender pursuant to Section 2.8 hereof. The Term B Commitments shall ----------- terminate on the date after the Initial Borrowing Date. The Term B Loans are not revolving in nature and amounts repaid or prepaid thereon pursuant to Section 2.4 or Section 4.2 may not be reborrowed. ----------- -----------
(d) The Term B Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.5 or Section 4.5. ----------- -----------
Term Facilities. No Term Facility is a revolving facility, and amounts repaid or prepaid under any Term Facility may not be reborrowed and shall give rise to a cancellation and reduction of the relevant Commitments as set forth in Section 2.4.
Term Facilities. (a) Subject to clause 3.4(a)(iii) (Syndication), to paragraph (e) of this clause 9.1 and to the other provisions of this agreement, each Interest Period for a Term Advance shall be one, two, three or six months as notified by, or by Bidco 2 on behalf of, the relevant Borrower to the Facility Agent no later than 10.00 am four Business Days before the start of that Interest Period (or any other period which the Lenders may agree).
(b) The first Interest Period for a Term Advance will start on its Drawdown Date and each subsequent Interest Period for that Term Advance will start on the last day of the immediately preceding Interest Period for that Term Advance.
(c) Each relevant Borrower will select Interest Periods for a Term Advance so that each Repayment Date for that Term Advance will fall on the last day of an Interest Period and, for this purpose, that Borrower may split any Term Advance into two separate Term Advances one of which shall (if applicable) be in an amount at least equal to the amount of the instalment due on the next following Repayment Date relating to that Term Advance and will have an Interest Period expiring on that Repayment Date.
(d) If a Borrower fails to select an Interest Period then, save as provided in this clause 9, it will be deemed to have selected a period of three months or any shorter period which is necessary to comply with the requirements of clause 9.1(c).
(e) If Bidco 2 makes an election as to interest periods under condition 6.1 (Duration of Interest Periods) of the Senior Funding Bonds then Debtco shall immediately make an identical election under clause 9.1 (a) of this agreement.
Term Facilities. Subject to Clause 3.4(c)(iii) (Syndication) and the other provisions of this Agreement, the duration of each Interest Period for a Term Advance shall be 1, 2, 3 or 6 months as notified by the Obligors’ Agent to the Agent not later than 10.00 a.m. one Business Day (or in the case of an Advance in an Optional Currency) three Business Days prior to the commencement of such Interest Period or such other period as the Agent (acting on the instructions of the Majority Lenders) may agree provided that:
(a) in respect of the first Interest Period in relation to a Term Advance and subject to Clause 3.4(c)(iii)(Syndication), the first Interest Period in respect of Facility A shall commence on the Utilisation Date and end either on 28 April 2005 or, at the election of the Parent, be a period of 1,2,3 or 6 months after the Utilisation Date and in respect of Facility B and Facility C the first Interest Period shall commence on the Utilisation Date and end either on 28 January 2005 or, at the election of the Parent, be a period of 1,2,3 or 6 months after the Utilisation Date;
(b) in the event that the provisions of Clause 3.4(c)(iii)(Syndication) result in the duration of the first Interest Periods for Facility A, Facility B and Facility C being other than as set out in Clause 10.2(a)(Term Facilities) then the next following Interest Period (to commence no later than 28 October 2004) for Facility A shall end on either 28 April 2005 or, at the election of the Parent, be a period of 1,2,3 or 6 months after the Utilisation Date and the next following Interest Periods (to commence no later than 28 October 2004) for Facility B and Facility C shall end on either 28 January 2005 or, at the election of the Parent, be a period of 1,2,3 or 6 months after the Utilisation Date;
(c) the Obligors’ Agent will select the duration of Interest Periods applicable to a Term Advance such that each Repayment Date relating thereto will fall on the last day of an Interest Period and for this purpose such Borrower may split any Term Advance into two separate Advances one of which shall be in an amount at least equal to the amount of the instalment due on the next following Repayment Date relating thereto and having an Interest Period expiring on such Repayment Date; and
(d) subject to paragraph (b) above, if two or more Interest Periods:
(i) relate to Advances under the same Term Facility in the same currency;
(ii) end on the same date; and
(iii) are made to the same Borrower, those Advances wi...
Term Facilities
