Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 3 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Term Loans. The Parent Borrower (and, in the case Each of the Tranche B Term Loans, Borrower and the Subsidiary Co-Borrowers on a joint shall, jointly and several basis) shall severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreementholding Term B-2 Loans, or if any such date is not a Business DayTerm B-4 Loans and Term B-5 Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Tranche A Amendment No. 2 Effective Date (including any Term LoansB-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for that (A) such date (which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05); and
(ii) for the ratable account of the applicable Class of Term Lenders, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date Maturity Date for any Class of such paymentTerm Loans, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term B-2 Loans, Term B-4 Loans outstanding on such dateand Term B-5 Loans, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such dateas applicable, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 3 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Credit Agreement (West Corp)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the dates set forth on Annex I to last Business Day of each March, June, September and December, commencing with the Existing Credit Agreementlast Business Day of the first full fiscal quarter ending after the Closing Date through and including the fiscal quarter ending December 31, or if any such date is not a Business Day, on the immediately preceding Business Day2019, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Initial Term Loans and deemed made on the Delayed Draw 2 Closing Date equal to 0.25% of the aggregate principal amount of all Initial Term Loans equal to outstanding on the amount set forth on Annex I to the Existing Credit Agreement for such date Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest (ii) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first fiscal quarter ending after the Amendment No. 1 Effective Date, an aggregate principal amount to be paid to but excluding the date of such payment, and Initial Term Loans deemed made on the applicable Maturity Date, (i) Amendment No. 1 Effective Date equal to 0.25% of the aggregate principal amount of all Tranche A Initial Term Loans outstanding on the Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date. In the event any Incremental Term Loans, (ii) the aggregate principal amount of all Tranche B Refinancing Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C or Extended Term Loans outstanding on are made, such dateIncremental Term Loans, (iv) the aggregate principal amount of all Delayed Draw 1 Refinancing Term Loans outstanding or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on such date the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and (v) on the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateapplicable Maturity Date thereof.
Appears in 3 contracts
Samples: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.)
Term Loans. The Parent Borrower (andi) Commencing on December 31, in 2013 and continuing on the case last Business Day of each March, June, September and December thereafter, until the Tranche B Maturity Date for the Term LoansFacility, the Subsidiary Co-Borrowers on a joint and several basis) Borrower shall repay to the Administrative Agent for Lender the ratable account aggregate outstanding principal amount of the (i) 2012 Term Lenders on Loan and (ii) the dates set forth on Annex I Term Loan advanced as the Tender Offer Term Borrowing in equal quarterly installments in an amount sufficient to fully amortize the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 such Term Loans and the Delayed Draw 2 Term Loans equal to over a period of five (5) years (but in no event shall any quarterly installment be less than the amount set forth on Annex I to that would have been due under the Existing Original Credit Agreement for such date (Agreement), which payments amount shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05)2.04, together in each case with accrued and unpaid interest unless accelerated sooner pursuant to Section 8.02.
(ii) Commencing on the principal amount to be paid to but excluding last Business Day of the date of such payment, and on the applicable Maturity Date, (i) fiscal quarter in which the aggregate principal amount of all Tranche A the Term Loans advanced as Delayed Draw Term Borrowings first equals or exceeds $5,000,000, and continuing on the last Business Day of each March, June, September and December thereafter, the Borrower shall repay to the Lender the aggregate outstanding on such dateprincipal amount of the Term Loans advanced as Delayed Draw Term Borrowings, (ii) in equal quarterly installments, in an amount sufficient to fully amortize the aggregate principal amount of all Tranche B such Term Loans then outstanding on such dateover a period of five (5) years (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04), unless accelerated sooner pursuant to Section 8.02; provided, however, for the sake of clarity, that each time the Lender advances any additional Term Loans after the date that quarterly installment payments commence under this clause (iiiii), then the amount of the equal quarterly installments due under this clause (ii) shall in each instance be increased by an amount sufficient to fully amortize the aggregate principal amount of all Tranche C such additional Term Loans outstanding over a period of five (5) years.
(iii) Notwithstanding anything to the contrary herein, the final principal repayment installment of the Term Loans shall be repaid on such date, (iv) the aggregate Maturity Date for the Term Facility and in any event shall be in an amount equal to the entire principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 2 contracts
Samples: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Appropriate Lenders (A) on the dates set forth on Annex I to last Business Day of each March, June, September and December, commencing with the Existing Credit Agreement, or if any such date is not a Business Day, on first full fiscal quarter after the immediately preceding Business DayClosing Date, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the sum of (i) 0.25% of the aggregate principal amount set forth of all Initial Term Loans outstanding on Annex I to the Existing Credit Agreement for such date Closing Date, and (ii) 0.25% of the aggregate principal amount of all funded Delayed Draw Term Loans (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05Sections 2.05 or 10.07 (including pursuant to Dutch auctions or open market purchases, but for the avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such Dutch auction or open market purchase, as applicable)), together in each case with accrued and unpaid interest (B) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the First Amendment Effective Date, an aggregate principal amount equal to be paid to but excluding the date 0.25% of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A First Amendment Term Loans outstanding on the First Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 or 10.07 (including pursuant to Dutch auctions or open market purchases, but for the avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such dateDutch auction or open market purchase, as applicable)) and (iiC) on the Maturity Date for the Initial Term Loans, the Delayed Draw Term Loans and the First Amendment Term Loans, the aggregate principal amount of all Tranche B Initial Term Loans, the Delayed Draw Term Loans outstanding on such date, (iii) and the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 First Amendment Term Loans outstanding on such date.
Appears in 2 contracts
Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 all Term Loans and in quarterly installments in accordance with the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date following amortization schedule (which payments amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in 2.06): First Loan Year 5% Second Loan Year 5% Third Loan Year 10% Fourth Loan Year 10% Fifth Loan Year 10% Total payments during each case with accrued and unpaid interest on Loan Year shall equal an amount (such amount the principal amount “Loan Year Amount”) equal to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the applicable percentage listed above across from such Loan Year multiplied by (ii) the original principal amount of Term Loans drawn on the Term Loan Draw Date. Each quarterly payment due and payable during each Loan Year (except with regard to the Fifth Loan Year) shall equal one-fourth (1/4) of the Loan Year Amount for such Loan Year and shall be due and payable quarterly on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Term Loan Draw Date, and in any event at least thirty (30) days after the Term Loan Draw Date. With respect to the Fifth Loan Year, (x) each quarterly payment due and payable during such Fifth Loan Year shall consist of one-fourth (1/4) of the Loan Year Amount for the Fifth Loan Year and shall be due and payable on the last Business Day of March, June, September or December of such Loan Year, as applicable, and (y) the final principal payment of the Term Loans shall be due and payable on the Maturity Date and shall be in an amount equal to the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 2 contracts
Samples: Credit Agreement (Meredith Corp), Credit Agreement (Meredith Corp)
Term Loans. The Parent Borrower (andi) Commencing on October 1, in 2012 and continuing on the case last Business Day of the Tranche B Term Loanseach March, June, September and December thereafter, the Subsidiary Co-Borrowers on a joint and several basis) Borrower shall repay to the Administrative Agent for Lender the ratable account aggregate outstanding principal amount of the Term Lenders on Loans advanced as the dates set forth on Annex I Tender Offer Term Borrowing, in equal quarterly installments, in an amount sufficient to fully amortize the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 such Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date over a period of five (5) years (which payments amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.052.04), together in each case with accrued and unpaid interest unless accelerated sooner pursuant to Section 8.02.
(ii) Commencing on the principal amount to be paid to but excluding last Business Day of the date of such payment, and on the applicable Maturity Date, (i) fiscal quarter in which the aggregate principal amount of all Tranche A the Term Loans advanced as Delayed Draw Term Borrowings first equals or exceeds $5,000,000, and continuing on the last Business Day of each March, June, September and December thereafter, the Borrower shall repay to the Lender the aggregate outstanding on such dateprincipal amount of the Term Loans advanced as Delayed Draw Term Borrowings, (ii) in equal quarterly installments, in an amount sufficient to fully amortize the aggregate principal amount of all Tranche B such Term Loans then outstanding on such dateover a period of five (5) years (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04), unless accelerated sooner pursuant to Section 8.02; provided, however, for the sake of clarity, that each time the Lender advances any additional Term Loans after the date that quarterly installment payments commence under this clause (iiiii), then the amount of the equal quarterly installments due under this clause (ii) shall in each instance be increased by an amount sufficient to fully amortize the aggregate principal amount of all Tranche C such additional Term Loans outstanding over a period of five (5) years.
(iii) Notwithstanding anything to the contrary herein, the final principal repayment installment of the Term Loans shall be repaid on such date, (iv) the aggregate Maturity Date for the Term Facility and in any event shall be in an amount equal to the entire principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 2 contracts
Samples: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Term Loans. The Parent Borrower (and, in the case Each of the Tranche B Term Loans, Borrower and the Subsidiary Co-Borrowers on a joint shall, jointly and several basis) shall severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreementholding Term B-2 Loans, or if any such date is not a Business DayTerm B-4 Loans and Term B-5 Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Tranche A Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Delayed Draw 2 Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount set forth of all Term B-6 Loans outstanding on Annex I to the Existing Credit Agreement for First Amendment Effective Date; provided that such date (which payments of Term B--6 Loans shall be reduced as a result of the application of prepayments of Term B--6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05);
(iii) for the ratable account of the Term B-7 Lenders, together in each case with accrued and unpaid interest on the principal last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to be paid to but excluding 0.25% of the date aggregate amount of such payment, and all Term B-7 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans and Term B-5 Loans that were converted into Term B-7 Loans on the Third Amendment Effective Date); provided that such payments of Term B-7 Loans shall be reduced as a result of the application of prepayments of Term B-7 Loans made after the Third Amendment Effective Date in accordance with the applicable Maturity order of priority set forth in Section 2.05;
(iv) for the ratable account of the Term B-8 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-8 Loans outstanding on the Third Amendment Effective Date (iincluding any Term B-4 Loans, Term B-5 Loans and Term B-6 Loans that were converted into Term B-8 Loans on the Third Amendment Effective Date); provided that such payments of Term B-8 Loans shall be reduced as a result of the application of prepayments of Term B-8 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05; and
(v) (iii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Tranche A Term B-2 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans, Term B-7 Loans outstanding on such dateand Term B-68 Loans, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such dateas applicable, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Term Loans. (i) The Parent Borrower (andBorrowers agree to pay to the Administrative Agent, in for the case benefit of the Tranche B Lenders of the Initial Term Loans, on each date set forth below (each, an “Initial Term Loan Repayment Date” and together with the Subsidiary Co-Borrowers on a joint and several basis) shall repay to 2020 Incremental Term Loan Repayment Date (as defined below), each, an “Term Loan Repayment Date”), the Administrative Agent for the ratable account principal of the Initial Term Lenders on Loans in the dates amounts set forth on Annex I to the Existing Credit Agreement, or if any below opposite such date is not a Business Day, on the immediately preceding Business DayTerm Loan Repayment Date (each, an aggregate principal amount of “Initial Term Loan Repayment Amount” and together with the Tranche A 2020 Incremental Term LoansLoan Repayment Amount (as defined below), the Tranche B each, a “Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Loan Repayment Amount”) (which payments Term Loan Repayment Amount shall be reduced as a result of of, and after giving effect to, the application of prepayments in accordance with the order of priority set forth in Section 2.055.01 and Section 5.02(a)(viii), together in each case with accrued ): and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate Borrowers agree to pay to the Administrative Agent, for the benefit of the Lenders of the 2020 Incremental Term Loans, on each date set forth below (each, a “2020 Incremental Term Loan Repayment Date”), the principal amount of all Tranche B the 2020 Incremental Term Loans in the amounts set forth below opposite such 2020 Incremental Term Loan Repayment Date (each, a “2020 Incremental Term Loan Repayment Amount”) (which 2020 Incremental Term Loan Repayment Amount shall be reduced as a result of, and after giving effect to, the application of prepayments in accordance with the order of priority set forth in Section 5.01 and Section 5.02(a)(viii)): For the avoidance of doubt, the Borrowers agree to pay to the Administrative Agent, for the benefit of the applicable Lenders, on the Term Loan Maturity Date, all then outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateLoans.”
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Tranche D Term Loans outstanding on such date, (v) the aggregate principal amount of all Tranche E Term Loans outstanding on such date (vi) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (vvvii) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Term Loans. The Parent Borrower (and, in the case Each of the Tranche B Term Loans, Borrower and the Subsidiary Co-Borrowers on a joint shall, jointly and several basis) shall severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreementholding Term B-2 Loans, or if any such date is not a Business DayTerm B-4 Loans and Term B-5 Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Tranche A Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Delayed Draw 2 Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount set forth of all Term B-6 Loans outstanding on Annex I to the Existing Credit Agreement for First Amendment Effective Date; provided that such date (which payments of Term B-6 Loans shall be reduced as a result of the application of prepayments of Term B-6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05);
(iii) for the ratable account of the Term B-7 Lenders, together in each case with accrued and unpaid interest on the principal last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to be paid to but excluding 0.25% of the date aggregate amount of such payment, and all Term B-7 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans and Term B-5 Loans that were converted into Term B-7 Loans on the Third Amendment Effective Date); provided that such payments of Term B-7 Loans shall be reduced as a result of the application of prepayments of Term B-7 Loans made after the Third Amendment Effective Date in accordance with the applicable Maturity order of priority set forth in Section 2.05;
(iv) for the ratable account of the Term B-8 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-8 Loans outstanding on the Third Amendment Effective Date (iincluding any Term B-4 Loans, Term B-5 Loans and Term B-6 Loans that were converted into Term B-8 Loans on the Third Amendment Effective Date); provided that such payments of Term B-8 Loans shall be reduced as a result of the application of prepayments of Term B-8 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05; and
(v) for the ratable account of the Term B-9 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-9 Loans outstanding on the Fourth Amendment Effective Date (including any Term B-7 Loans that were converted into Term B-9 Loans on the Fourth Amendment Effective Date); provided that such payments of Term B-9 Loans shall be reduced as a result of the application of prepayments of Term B-9 Loans made after the Fourth Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(vi) for the ratable account of the Term B-10 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all
(vii) (v) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Tranche A Term B-2 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans, Term B-7 Loans outstanding on such dateand, (ii) the aggregate principal amount of all Tranche B Term B-8 Loans, Term B-9 Loans outstanding on such dateand Term B-10 Loans, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such dateas applicable, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Term Loans. The Parent Borrower (and, in the case Each of the Tranche B Term Loans, Borrower and the Subsidiary Co-Borrowers on a joint shall, jointly and several basis) shall severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreementholding Term B-2 Loans, or if any such date is not a Business DayTerm B-4 Loans and Term B-5 Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Tranche A Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Delayed Draw 2 Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount set forth of all Term B-6 Loans outstanding on Annex I to the Existing Credit Agreement for First Amendment Effective Date; provided that such date (which payments of Term B-6 Loans shall be reduced as a result of the application of prepayments of Term B-6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05); and
(iii) (ii) for the ratable account of the applicable Class of Term Lenders, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date Maturity Date for any Class of such paymentTerm Loans, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term B-2 Loans, Term B-4 Loans, Term B-5 Loans outstanding on such dateand Term B-56 Loans, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such dateas applicable, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Term Loans. The Parent Borrower In the case of the Term Loans, to the Administrative ----------- Agent not later than 9:00 A.M. (and, California time) on the day of the requested borrowing in the case of the Tranche B Term Base Rate Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Datethird Business Day prior to the day of the requested borrowing in the case of Eurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Term Loan advance is requested and the respective tranche thereof, (iB) the aggregate principal amount to be borrowed, and (C) whether the borrowing shall be comprised of all Tranche Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Loan Request is attached as Exhibit A-l. The ----------- Administrative Agent shall give notice to each Bank holding a Commitment for the requested Term Loan promptly upon receipt of each Loan Request pursuant to this Section 2.2(a)(iii), the contents thereof and each such Bank's share of any borrowing to be made pursuant thereto.
1.4 The first sentence of Section 2.2(d) is amended and restated in its entirety to read as follows: In connection with any request for a Loan, (i) Revolving Loans may be comprised of no more than ten (10) Eurodollar Loans outstanding on such dateat any time, (ii) the aggregate principal amount Tranche A Term Loan shall be comprised of all Tranche B Term no more than four (4) Eurodollar Loans outstanding on such dateat any time, and (iii) the aggregate principal amount Tranche B Term Loan shall be comprised of all Tranche C Term no more than four (4) Eurodollar Loans outstanding on such date, (ivat any time.
1.5 Section 2.4(b) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date is amended and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.restated in its entirety to read as follows:
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Appropriate Lenders (A) on the dates set forth on Annex I to the Existing Credit Agreementlast Business Day of each March, or if any such date is not a Business DayJune, on the immediately preceding Business DaySeptember and December, commencing with March 31, 20202021, an aggregate principal amount equal to 0.25% of the Tranche A aggregate principal amount of allof Term Loans, B Loans outstanding on the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Closing Dateand 2021 Incremental Term Loans equal to 0.252525% of the amount set forth on Annex I to Term B Loans and the Existing Credit Agreement for such date 2021 Incremental Term Loans (which payments shall be reduced as a result of the application of prepayments after the First Amendment Effective Date in accordance with the order of priority set forth in Section 2.05), together in each case with accrued ) and unpaid interest (B) on the principal amount to be paid to but excluding Maturity Date for the date of such paymentTerm B Loans and the 2021 Incremental Term Loans, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term B Loans and 2021 Incremental Term Loans outstanding on such date, ; provided that the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Term Loan or Incremental Term Loans to contemplate (iiA) the reduction in the aggregate principal amount of all Tranche any Term B Loans or 2021 Incremental Term Loans outstanding on that were converted in connection with the incurrence of such dateExtended Term Loans, and (iiiB) any increase to payments to the aggregate principal extent and as required pursuant to the terms of any applicable Incremental Amendment involving a Term Loan Increase to the Term B Loans or 2021 Incremental Term Loans, a Refinancing Amendment to the amount of all Tranche C Term B Loans or 2021 Incremental Term Loans outstanding on such date, (iv) or an Extension Amendment increasing the aggregate principal amount of all Delayed Draw 1 Term B Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 or 2021 Incremental Term Loans outstanding on such dateLoans.
Appears in 1 contract
Samples: First Lien Credit Agreement (Option Care Health, Inc.)
Term Loans. The Parent Borrower (and, in the case of the Each Tranche B B-1 Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business DayLoan Lender ---------------------- severally agrees, on the immediately preceding Business Dayterms and conditions of this Agreement, to make term loans to the Borrowers in Dollars from and including the Third Acquisition Consummation Date to and including the Term Credit Agreement ---------------- Loan Commitment Expiration Date in an aggregate principal amount up to but not exceeding the amount of the Tranche A B-1 Term Loan Commitment of such Lender. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow the Tranche B-1 Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-1 Term Loans of one Type into Tranche B-1 Term Loans of another Type (as provided in Section 2.09 hereof) or Continue Tranche B-1 Term Loans of one Type as Tranche B-1 Term Loans of the same Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect of Tranche B-1 Term Loans may not be reborrowed. Proceeds of Tranche B-1 Term Loans hereunder shall be available for any use permitted under the first sentence of Section 8.17(b) hereof. Anything herein to the contrary notwithstanding, except as provided in Section 2.01(g) hereof, the Tranche B B-1 Term LoansLoan Commitments will become available on the Third Acquisition Consummation Date but only so long as the same shall occur on or before the date sixty days after the date hereof (it being understood that, as provided in Section 2.04(c) hereof, the Tranche C B-1 Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments Loan Commitments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05automatically terminated on said date if they are not fully drawn on or before said date), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Term Loans. The Parent Borrower (anda) Subject to the provisions of this Section 2.2 and Article III hereof and the other terms and conditions set forth in this Agreement
(i) Lender agrees to make Term Loans to Borrowers at Administrative Borrower’s request on any date occurring on or after the Closing Date and on or prior to June 25, 2018, in such amount as Borrower may request in accordance with Section 2.7 hereof;
(ii) The Term Loan Facility is not a revolving credit facility and any portion of a Term Loan that is repaid or prepaid may not be reborrowed;
(iii) On the case of the Tranche B date on which each Term LoansLoan shall be made to Borrowers, the Subsidiary Co-Borrowers Term Loan Commitment shall be automatically and permanently reduced on a joint and several basis) shall repay such date by an amount equal to the Administrative Agent for the ratable account aggregate original principal amount of such Term Loan;
(iv) Any portion of the Term Lenders Loan Commitment that has not been funded by Lender to Borrowers shall expire and be terminated upon the earlier to occur of (i) 5:00 p.m. Pacific time on June 25, 2018 and (ii) the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an Term Loan Maturity Date.
(b) The aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and made hereunder shall not exceed the Delayed Draw 2 Maximum Term Loans equal Amount.
(c) Subject to Section 2.2(b) hereof, each Borrowing under the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments Term Loan Facility shall be reduced as in a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate minimum principal amount of all Tranche A Term Loans outstanding on $500,000 and, thereafter, in integral multiples of $100,000, unless such dateBorrowing is being made to pay any interest, (ii) fees, or expenses then due hereunder, in which case such Borrowing may be in the aggregate principal amount of all Tranche B Term Loans outstanding on such dateinterest, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such datefees, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateor expenses.
Appears in 1 contract
Samples: Credit Agreement (Silvercrest Asset Management Group Inc.)
Term Loans. (i) The Parent Term Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Tranche B-1 Term Lenders (i) on the dates set forth on Annex I to last Business Day of each March, June, September and December, commencing with the Existing Credit Agreement, or if any such date is not a Business Day, on first full quarter after the immediately preceding Business DayClosing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 B-1 Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Closing Date (which payments amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued Section 7.05) and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and (ii) on the applicable Maturity DateDate for the Initial Tranche B-1 Term Loans, (i) the aggregate principal amount of all Initial Tranche A B-1 Term Loans outstanding on such date, in each case, unless accelerated sooner pursuant to Section Section 13.02.
(ii) The Term Borrower shall repay to the Tranche B-2 Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche B B-2 Term Loans outstanding on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section Section 7.05) and (ii) on the applicable Maturity Date for the Initial Tranche B-2 Term Loans, the aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on such date, in each case, unless accelerated sooner pursuant to Section Section 13.02.
(iii) In the aggregate principal amount of all Tranche C event that any Refinancing Term Loans outstanding or Extended Term Loans are made, such Refinancing Term Loans or Extended Term Loans shall be repaid by the Term Borrower in the amounts and in the dates set forth in the Refinancing Amendment or Extension Amendment with respect thereto and on such date, the applicable Maturity Date thereof.
(iv) If any principal repayment installment to be made by the aggregate Term Borrower (other than principal amount repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of all Delayed Draw 1 time shall be reflected in computing interest or fees, as the case may be and if any principal repayment installment to be made by the Term Loans outstanding Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such date and (v) principal repayment installment shall be extended to the aggregate next succeeding Business Day unless the result of such extension would be to extend such principal amount of all Delayed Draw 2 Term Loans outstanding repayment installment into another calendar month, in which event such principal repayment installment shall be due on such datethe immediately preceding Business Day.
Appears in 1 contract
Term Loans. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Bank with a Revolving Credit Commitment severally agrees that the Borrower shall have the right to borrow, repay and reborrow term loans in an aggregate amount not to exceed ONE HUNDRED TWENTY FIVE MILLION AND NO/100 DOLLARS (each a "Term Loan" and collectively, the "Term Loans"), provided however, that the sum of (i) the outstanding principal balance of Revolving Credit Loans, the Swing Loans, the Supplemental Swing Loans, the Stated Amount of issued Letters of Credit, the unreimbursed draws of any Letter of Credit and the Term Loans shall at not at any time exceed the Revolving Credit Commitments as the same may be reduced from time to time. Notwithstanding anything contained in the Agreement or any of the other Loan Documents to the contrary, the Term Loan facility is a sub-facility of the Revolving Credit Commitments, and as such shall mature, expire, be proportionally reduced or terminate upon the occurrence of a like event affecting the Revolving Credit Commitments.
(i) The Parent request by the Borrower for the advance with respect to the Term Loans under this Section 2.4 shall be made by 1:00 P.M. (andPittsburgh, Pennsylvania time) to the Agent in writing, by an Authorized Officer, (A) in the case of Base Rate Loans, at least one (1) Business Day prior to the Tranche B proposed advance of the Term Loans and (B) in the case of Eurodollar Rate Loans, at least three (3) Business Days prior to the proposed advance of the Term Loans, in each case specifying the Subsidiary Co-Borrowers date on a joint and several basis) shall repay to the Administrative Agent for the ratable account which such advance of the Term Lenders on Loans is to be made, selecting the dates set forth on Annex I interest rate therefor pursuant to Subsection 2.5(b) hereof and, if appropriate, selecting the Existing Credit Agreement, or if any such date is not Interest Period therefor. The Borrower's written request for the advance of the Term Loans shall be a Business Day, on request for the immediately preceding Business Day, an aggregate principal advance of the entire amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 shall be evidenced by a Request for Term Loans equal to substantially in the amount set forth on Annex I to the Existing Credit Agreement for such date form of Exhibit "C" hereto (which payments shall be reduced as a result "Term Loan Request"), duly executed by an Authorized Officer of the application Borrower. Promptly upon receipt of prepayments such notice, the Agent shall notify each Bank of the Borrower's request, and each such Bank shall make its pro rata share of such advance under the Term Loans available at the Agent's principal office in accordance with the order of priority set forth in Section 2.05)immediately available funds no later than 4:00 P.M. (Pittsburgh, together in each case with accrued and unpaid interest Pennsylvania time) on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount requested advance of all Tranche A Term Loans outstanding on such date, Loans.
(ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date[Intentionally omitted.]
Appears in 1 contract
Samples: Credit Agreement (Education Management Corporation)
Term Loans. The Parent Borrower (and, in On the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Effective Date, (i) the aggregate principal amount "Term Loans" (as defined in the Existing Credit Agreement) held by the Existing Banks under the Existing Credit Agreement immediately prior to the Effective Date shall automatically, and without any action on the part of all Tranche A any Person, be designated and continued as Term Loans outstanding hereunder and each of the New Banks that is a Term Loan Bank (and each Existing Bank, if any, whose relative proportion of Term Loans hereunder is increasing over its relative proportion of "Term Loans" held by it under the Existing Credit Agreement (each an "INCREASING EXISTING TERM LOAN BANK")) shall, by assignments from the Existing Banks, if any, whose relative proportion of the Term Loans hereunder is decreasing from its relative proportion of "Term Loans" held by it under the Existing Credit Agreement (which assignments shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term Loans of the Existing Banks so designated and continued (the Term Loan Banks shall, through the Agent, make such dateadditional adjustments among themselves as shall be necessary), (ii) each such New Bank and each Increasing Existing Term Loan Bank severally agrees, on the aggregate principal amount terms and conditions of all Tranche B Term Loans outstanding this Agreement, to make a term loan (on such date, a non pro-rata basis) to the Borrower in Dollars and/or (iii) the aggregate principal amount of all Tranche C Borrower shall prepay the Term Loans outstanding of the Existing Banks (on a non pro-rata basis), in each case in such dateamounts, (iv) such that after giving effect thereto, the aggregate principal amount of all Delayed Draw 1 Term Loan Banks shall hold the Term Loans outstanding on such date hereunder in the respective principal amounts specified in Annex 1 hereto. From and after the Effective Date, the Borrower (vas provided in Section 2.08(a) the aggregate principal amount of all Delayed Draw 2 hereof) may Convert Term Loans outstanding on such date.of one Type into Term Loans of another Type (as provided in Section 2.08(a) hereof) or Continue Term Loans of one Type as Term Loans of the same Type (as provided in Section 2.08(a) hereof). CREDIT AGREEMENT ----------------
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I Lenders, (i) with respect to the Existing Credit Agreement, or if any such date is not a Business DaySeries B-1 Term Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all Series B-1 Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on it being understood that as of the applicable Maturity Amendment No.1 Effective Date, as a result of the application of prepayments prior to such date, the amount of repayments required by this clause (i) shall be zero), (ii) with respect to Series B-2 Term Loans, on the last Business Day of each March, June, September and December, commencing with SeptemberJune 30, 20162017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Tranche A Series B-2 Term Loans outstanding on such datethe Amendment No. 13 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (iiiii) on the applicable Maturity Date for the Series B-1 Term Loans and the Series B-2 Term Loans, (ii) the aggregate principal amount of all Tranche B Series B-1 Term Loans and Series B-2 Term Loans, respectively, outstanding on such date. In the event any Incremental Term Loans, (iii) the aggregate principal amount of all Tranche C Refinancing Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 or Extended Term Loans outstanding on are made, such date and (v) the aggregate principal amount of all Delayed Draw 2 Incremental Term Loans, Refinancing Term Loans outstanding or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Appropriate Lenders (A) (i) on the dates set forth on Annex I to the Existing Credit Agreementlast Business Day of each March, or if any such date is not a Business DayJune, on the immediately preceding Business DaySeptember and December, an aggregate principal amount equal to 0.25% of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all Initial Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Amendment No. 3 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.052.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Initial Term Loans that were prepaid pursuant to Section 2.05(a)(vi)) and, together in each case with accrued and unpaid interest (ii) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Incremental B-4 Dollar Term Loan Amendment Effective Date, an aggregate principal amount equal to be paid to but excluding the date 0.25% of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Incremental B-4 Dollar Term Loans outstanding on such datethe Incremental B-4 Dollar Term Loan Amendment Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-4 Dollar Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), (iiiii) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Tranche B Incremental B-4 Euro Term Loans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-4 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (iv) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-5 Euro Term Loans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-5 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (B) (i) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date and, (ii) on the Maturity Date for the Incremental B-4 Dollar Term Loans, the aggregate principal amount of all Incremental B-4 Dollar Term Loans outstanding on such date, (iii) on the Maturity Date for the Incremental B-4 Euro Term Loans, the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Incremental B-4 Euro Term Loans outstanding on such date and (viv) on the Maturity Date for the Incremental B-5 Euro Term Loans, the aggregate principal amount of all Delayed Draw 2 Incremental B-5 Euro Term Loans outstanding on such date. In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Samples: Credit Agreement (Avantor, Inc.)
Term Loans. The Parent Borrower (and, in the case of the Each Tranche B B-2 Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business DayLoan Lender ---------------------- severally agrees, on the immediately preceding Business Dayterms and conditions of this Agreement, to make term loans to the Borrowers in Dollars from and including the Iowa Acquisition Consummation Date to and including the Term Loan Commitment Expiration Date in an aggregate principal amount up to but not exceeding the amount of the Tranche A B-2 Term Loan Commitment of such Lender. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow the Tranche B-2 Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-2 Term Loans of one Type into Tranche B-2 Term Loans of another Type (as provided in Section 2.09 hereof) or Continue Tranche B-2 Term Loans of one Type as Tranche B-2 Term Loans of the same Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect of Tranche B-2 Term Loans may not be reborrowed. Proceeds of Tranche B-2 Term Loans hereunder shall be available for any use permitted under the first sentence of Section 8.17(b) hereof. Anything herein to the contrary notwithstanding, except as provided in Section 2.01(g) hereof, the Tranche B B-2 Term LoansLoan Commitments will become available on the Iowa Acquisition Consummation Date but only so long as the same shall occur on or before the date sixty days after the date hereof (it being understood that, as provided in Section 2.04(c) hereof, the Tranche C B-2 Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments Loan Commitments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05automatically terminated on said date if they are not fully drawn on or before said date), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Tranche D Term Loans outstanding on such date, (v) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for (i) the ratable account of the Term Lenders holding each Class of Term B-3 Loans in Dollars (A) on the last Business Day of each March, June, September and December, commencing with the second such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Term B-3 Loans funded or converted on the Amendment No. 2 Effective Date; provided, that, such amount shall be increased on the Incremental Amendment No. 1 Effective Date in the same proportion as (x) the aggregate principal amount of the Term B-3 Loans (including Initial Term B-3 Loans and Additional Term B-3 Loans) outstanding immediately following the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 1 Effective Date bears to (y) the amount of the Term B-3 Loans outstanding immediately prior to the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 1 Effective Date; provided, further that such amount shall be increased on the Incremental Amendment No. 2 Effective Date in the same proportion as (I) the aggregate principal amount of the Term B-3 Loans (including the Initial Term B-3 Loans, the Additional Term B-3 Loans, the Additional Incremental Term B-3 Loans and the Second Additional Term B -3 Loans) outstanding immediately following the funding of the Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date bears to (II) the amount of the Term B-3 Loans outstanding immediately prior to the funding of the Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date and (B) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date and (ii) for the ratable account of the Term Lenders holding each class of Term A Loans in Dollars (i) on the dates set forth on Annex I to last Business Date of each March, June, September and December, (A) commencing with the Existing Credit Agreement, or if any such date is not a last Business Day, on Day of March 2020 until the immediately preceding Business Daythird anniversary of the Incremental Amendment No. 4 Closing Date, an aggregate principal amount equal to 0.625% of the Tranche aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (B) thereafter, an aggregate principal amount equal to 1.25% of the aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (ii) on the Maturity Date for the Term A Loans, the Tranche B aggregate principal amount of all Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term A Loans outstanding on such date; provided that payments required by Sections 2.07(a)(i)(A) and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments 2.07(a)(ii)(A) above shall be reduced as a result of the application of prepayments in accordance with Section 2.05. In the order of priority event any Incremental Term Loans or Extended Term Loans are made, such Incremental Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrowers in the amounts and on the dates set forth in Section 2.05), together in each case the definitive documentation with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, respect thereto and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateDate thereof.”
Appears in 1 contract
Samples: Credit Agreement (Restaurant Brands International Limited Partnership)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I Lenders, (i) with respect to the Existing Credit Agreement, or if any such date is not a Business DaySeries B-2 Term Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with June 30, 2019, an aggregate principal amount equal to 0.25% of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all Series B-2 Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Amendment No. 6 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05)) and, together in each case (ii) with accrued and unpaid interest respect to Series B-3 Term Loans, on the last Business Day of each March, June, September and December, commencing with March 31, 2024, an aggregate principal amount equal to be paid to but excluding the date 0.25% of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Series B-3 Term Loans outstanding on such datethe Amendment No. 10 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05, including, but not limited to, as a result of any prepayments of Term Loans (including Series B-2 Term Loans) prior to the Amendment No. 10 Effective Date), (iiiii) with respect to Series B-4 Term Loans, on the last Business Day of each March, June, September and December, commencing with March 31, 2024, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Tranche B Series B-4 Term Loans (including, for the avoidance of doubt, all Incremental Series B-4 Term Loans) outstanding on such datethe Amendment No. 10 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05, including, but not limited to, as a result of any prepayments of Term Loans (iiiincluding Series B-2 Term Loans) prior to the Amendment No. 10 Effective Date) and (iv) on the applicable Maturity Date for the Series B-2 Term Loans, the Series B-3 Term Loans and the Series B-4 Term Loans, the aggregate principal amount of all Tranche C Series B-2 Term Loans, Series B-3 Term Loans and Series B-4 Term Loans, respectively, outstanding on such date. In the event any Incremental Term Loans, (iv) the aggregate principal amount of all Delayed Draw 1 Refinancing Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 or Extended Term Loans outstanding are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I Lenders, (i) with respect to the Existing Credit Agreement, or if any such date is not a Business DaySeries B-1 Term Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all InitialSeries B-1 Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest (ii) on the principal amount to be paid to but excluding it being understood that as of the date of such payment, and on the applicable Maturity Amendment No.1 Effective Date, as a result of the application of prepayments prior to such date, the amount of repayments required by this clause (i) shall be zero), (ii) with respect to Series B-2 Term Loans, on the last Business Day of each March, June, September and December, commencing with September 30, 2016, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Tranche A Series B-2 Term Loans outstanding on such datethe Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (iii) on the applicable Maturity Date for the InitialSeries B-1 Term Loans and the Series B-2 Term Loans, (ii) the aggregate principal amount of all Tranche B InitialSeries B-1 Term Loans and Series B-2 Term Loans, respectively, outstanding on such date. In the event any Incremental Term Loans, (iii) the aggregate principal amount of all Tranche C Refinancing Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 or Extended Term Loans outstanding on are made, such date and (v) the aggregate principal amount of all Delayed Draw 2 Incremental Term Loans, Refinancing Term Loans outstanding or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Term Loans. The Parent Borrower (anda) Subject to the provisions of this Section 2.2 and Article III hereof and the other terms and conditions set forth in this Agreement;
(i) Xxxxxx agrees to make Term Loans to Borrowers at Administrative Borrower’s request on any date occurring on or after the Restatement Effective Date and on or prior to June 18, 2025, in such amount as Borrowers may request in accordance with Section 2.7 hereof;
(ii) The Term Loan Facility is not a revolving credit facility and any portion of a Term Loan that is repaid or prepaid may not be reborrowed;
(iii) On the case of the Tranche B date on which each Term LoansLoan shall be made to Borrowers, the Subsidiary Co-Borrowers Term Loan Commitment shall be automatically and permanently reduced on a joint and several basis) shall repay such date by an amount equal to the Administrative Agent for the ratable account aggregate original principal amount of such Term Loan;
(iv) Any portion of the Term Lenders Loan Commitment that has not been funded by Lender to Borrowers shall expire and be terminated upon the earlier to occur of (i) 5:00 p.m. Pacific time on June 18, 2025 and (ii) the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an Term Loan Maturity Date.
(b) The aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and made hereunder shall not exceed the Delayed Draw 2 Maximum Term Loans equal Amount.
(c) Subject to Section 2.2(b) hereof, each Borrowing under the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments Term Loan Facility shall be reduced as in a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate minimum principal amount of all Tranche A Term Loans outstanding on $500,000 and, thereafter, in integral multiples of $100,000, unless such dateBorrowing is being made to pay any interest, (ii) fees, or expenses then due hereunder, in which case such Borrowing may be in the aggregate principal amount of all Tranche B Term Loans outstanding on such dateinterest, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such datefees, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateor expenses.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Silvercrest Asset Management Group Inc.)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I Lenders, (i) with respect to the Existing Credit Agreement, or if any such date is not a Business DaySeries B-2 Term Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with June 30, 2019, an aggregate principal amount equal to 0.25% of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all Series B-2 Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Amendment No. 6 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case (ii) with accrued and unpaid interest respect to Series B-3 Term Loans, on the last Business Day of each March, June, September and December, commencing with March 31, 2024, an aggregate principal amount equal to be paid to but excluding the date 0.25% of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Series B-3 Term Loans outstanding on such datethe Amendment No. 10 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05, including, but not limited to, as a result of any prepayments of Term Loans (including Series B-2 Term Loans) prior to the Amendment No. 10 Effective Date), (iiiii) with respect to Series B-4 Term Loans, on the last Business Day of each March, June, September and December, commencing with March 31June 30, 2024, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Tranche B Series B-4 Term Loans (including, for the avoidance of doubt, all Incremental Series B-4 Term Loans and the Incremental Amended Series B-4 Term Loans) outstanding on such datethe Amendment No. 1011 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05, including, but not limited to, as a result of any prepayments of Term Loans (iiiincluding Series B-2 Term Loans and Series B-3 Term Loans) prior to the Amendment No. 1011 Effective Date) and (iv) on the applicable Maturity Date for the Series B-2 Term Loans, the Series B-3 Term Loans and the Series B-4 Term Loans, the aggregate principal amount of all Tranche C Series B-2 Term Loans, Series B-3 Term Loans and Series B-4 Term Loans, respectively, outstanding on such date. In the event any Incremental Term Loans, (iv) the aggregate principal amount of all Delayed Draw 1 Refinancing Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 or Extended Term Loans outstanding are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Term Loans. The Parent Borrower (and, in On the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Effective Date, (i) the aggregate principal amount "Term Loans" (as defined in the Existing Credit Agreement) held by the Existing Banks under the Existing Credit Agreement immediately prior to the Effective Date shall automatically, and without any action on the part of all Tranche A any Person, be designated and continued as Term Loans outstanding hereunder and each of the New Banks that is a Term Loan Bank (and each Existing Bank, if any, whose relative proportion of Term Loans hereunder is increasing over its relative proportion of "Term Loans" held by it under the Existing Credit Agreement (each an "INCREASING EXISTING TERM LOAN BANK")) shall, by assignments from the Existing Banks, if any, whose relative proportion of the Term Loans hereunder is decreasing from its relative proportion of "Term Loans" held by it under the Existing Credit Agreement (which assignments shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term Loans of the Existing Banks so designated and continued (the Term Loan Banks shall, through the Agent, make such dateadditional adjustments among themselves as shall be necessary), (ii) each such New Bank and each Increasing Existing Term Loan Bank severally agrees, on the aggregate principal amount terms and conditions of all Tranche B Term Loans outstanding this Agreement, to make a term loan (on such date, a non pro-rata basis) to the Borrower in Dollars and/or (iii) the aggregate principal amount of all Tranche C Borrower shall prepay the Term Loans outstanding of the Existing Banks (on a non pro-rata basis), in each case in such dateamounts, (iv) such that after giving effect thereto, the aggregate principal amount of all Delayed Draw 1 Term Loan Banks shall hold the Term Loans outstanding on such date hereunder in the respective principal amounts specified in Annex 1 hereto. From and after the Effective Date, the Borrower (vas provided in Section 2.08(a) the aggregate principal amount of all Delayed Draw 2 hereof) may Convert Term Loans outstanding on such date.of one Type into Term Loans of another Type (as provided in Section 2.08(a) hereof) or Continue Term Loans of one Type as Term Loans of the same Type (as provided in Section 2.08(a) hereof). CREDIT AGREEMENT
Appears in 1 contract
Term Loans. (i) The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term B-1 Lenders (i) on the dates set forth on Annex I to last Business Day of each March, June, September and December, commencing with the Existing Credit Agreement, or if any such date is not a last Business Day, on the immediately preceding Business DayDay of March 2022, an aggregate principal amount equal to 0.25% of the Tranche A aggregate principal Dollar Amount of all Term Loans, B-1 Loans outstanding on the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw Amendment No. 1 Term Loans and the Delayed Draw 2 Term Loans equal to the Effective Date (as such repayment amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, together in each case the scheduled amortization with accrued respect to the Term B-1 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and unpaid interest (ii) on the principal amount to be paid to but excluding Maturity Date for the date of such paymentTerm B-1 Loans, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term B-1 Loans outstanding on such date, ; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-1 Loans.
(ii) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022June 2024, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-2 Loans outstanding on the Amendment No. 1 Effective Date$2,392,264 (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Tranche B Term B-2 Loans outstanding on such date, ; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-2 Loans.
(iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) and (ii) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Tranche C Term B-3 Loans outstanding on such date, (iv) ; provided that the aggregate principal amount repayments under this clause may be adjusted to account for the addition of all Delayed Draw 1 any New Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 that are Term Loans outstanding on such dateB-3 Loans.
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for (i) the ratable account of the Term Lenders holding each Class of Term B-34 Loans in Dollars (A) on the last Business Day of each March, June, September and December, commencing with the second such date to occur after the Amendment No. 24 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Term B-34 Loans funded or converted on the Amendment No. 2 Effective Date; provided, that, such amount shall be increased on the Incremental Amendment No. 1 Effective Date in the same proportion as (x) the aggregate principal amount of the Term B-3 Loans (including Initial Term B-3 Loans and Additional Term B-3 Loans) outstanding immediately following the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 1 Effective Date bears to (y) the amount of the Term B-3 Loans outstanding immediately prior to the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 1 Effective Date; provided, further that such amount shall be increased on the Incremental Amendment No. 2 Effective Date in the same proportion as (I) the aggregate principal amount of the Term B-3 Loans (including the Initial Term B-3 Loans, the Additional Term B-3 Loans, the Additional Incremental Term B-3 Loans and the Second Additional Term B -3 Loans) outstanding immediately following the funding of the Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date bears to (II) the amount of the Term B-3 Loans outstanding immediately prior to the funding of the Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date and (B) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date4 Effective Date and (ii) for the ratable account of the Term Lenders holding each class of Term A Loans in Dollars (i) on the dates set forth on Annex I to last Business Date of each March, June, September and December, (A) commencing with the Existing Credit Agreement, or if any such date is not a last Business Day, on Day of March 2020 until the immediately preceding Business Daythird anniversary of the Incremental Amendment No. 4 Closing Date, an aggregate principal amount equal to 0.625% of the Tranche aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (B) thereafter, an aggregate principal amount equal to 1.25% of the aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (ii) on the Maturity Date for the Term A Loans, the Tranche B aggregate principal amount of all Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term A Loans outstanding on such date; provided that payments required by Sections 2.07(a)(i)(A) and the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments 2.07(a)(ii)(A) above shall be reduced as a result of the application of prepayments in accordance with Section 2.05. In the order of priority event any Incremental Term Loans or Extended Term Loans are made, such Incremental Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrowers in the amounts and on the dates set forth in Section 2.05), together in each case the definitive documentation with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, respect thereto and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateDate thereof.
Appears in 1 contract
Samples: Credit Agreement (Restaurant Brands International Limited Partnership)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Appropriate Lenders (A) on the dates set forth on Annex I to last Business Day of each March, June, September and December, commencing with the Existing Credit Agreement, or if any such date is not a Business Day, on first full fiscal quarter after the immediately preceding Business DayClosing Date, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to the sum of (i) 0.25% of the aggregate principal amount set forth of all Initial Term Loans outstanding on Annex I to the Existing Credit Agreement for such date Closing Date, and (ii) 0.25% of the aggregate principal amount of all funded Delayed Draw Term Loans (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05Sections 2.05 or 10.07 (including pursuant to Dutch auctions or open market purchases, but for the avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such Dutch auction or open market purchase, as applicable)), together in each case with accrued and unpaid interest (B) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the First Amendment Effective Date, an aggregate principal amount equal to be paid to but excluding the date 0.25% of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A First Amendment Term Loans outstanding on the First Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 or 10.07 (including pursuant to Dutch auctions or open market purchases, but for the avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such dateDutch auction or open market purchase, as applicable)) and (iiC) on the Maturity Date for the Initial Term Loans, the Delayed Draw Term Loans and the First Amendment Term Loans, the aggregate principal amount of all Tranche B Initial Term Loans, the Delayed Draw Term Loans outstanding on such date, (iii) and the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 First Amendment Term Loans outstanding on such date.”
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Appropriate Lenders on the dates set forth on Annex I (a) (x) with respect to the Existing Credit AgreementClosing Date Term Loans, or if any such date is not a Business Day(A) prior to the Amendment No. 2 Effective Date, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with December 31, 2019, an aggregate principal amount equal to 0.25% of the Tranche A aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date and (B) after the Amendment No. 2 Effective Date (after giving effect to the borrowing of the 2021 Incremental Term Loans pursuant to Amendment No. 2), on the last Business Day of each March, June, September and December, commencing with March 31, 2021, an aggregate principal amount equal to $759,968.35 and (y) with respect to the 2020 Incremental Term Loans, on the Tranche B Term Loanslast Business Day of each March, June, September and December, commencing with June 30, 2020, an aggregate principal amount equal to 0.25% of the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all 2020 Incremental Term Loans and outstanding on the Delayed Draw 2 Amendment No. 1 Effective Date (after giving effect to the 2020 Incremental Term Loans equal pursuant to the amount set forth on Annex I to the Existing Credit Agreement for such date Amendment No. 1) (which payments payments, in the case of each of clauses (x) and (y), shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued ) and unpaid interest (b) on the principal amount to be paid to but excluding Maturity Date for the date of such paymentClosing Date Term Loans and 2020 Incremental Term Loans, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Closing Date Term Loans and 2020 Incremental Term Loans, respectively, outstanding on such date, (ii) the aggregate principal amount of all Tranche B . In connection with any Incremental Term Loans outstanding on that constitute part of the same Class as any existing Class of Term Loans, the Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such date, (iii) Class such that the aggregate principal amount of all Tranche C Term Lenders holding Term Loans outstanding on comprising part of such dateClass continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, (iv) the aggregate principal amount of all Delayed Draw 1 that if such Incremental Term Loans outstanding on are to be “fungible” with any existing Class of Term Loans, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such date “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and (v) the aggregate principal amount of all Delayed Draw 2 Administrative Agent to provide that the Incremental Term Loans outstanding on such datewill be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Term Loans. The Parent Borrower (andOn the Closing Date, in the case of the Tranche B each Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business DayLender severally agrees, on the immediately preceding Business Dayterms and conditions set forth in this Agreement, an aggregate principal to make a Term Loan to the Borrower pursuant to such Term Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Term Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed, (iii) may, except as set forth herein, at the Tranche A option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, the Tranche B Term Loansin each case denominated in Dollars, the Tranche C Term Loans, the Delayed Draw 1 provided that all Term Loans and made as part of the Delayed Draw 2 same Term Borrowing shall consist of Term Loans equal to of the amount set forth on Annex I to the Existing Credit Agreement for such date same Type; (which payments iv) shall be reduced as a result of the application of prepayments repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Term Lender at the order time of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) incurrence thereof the aggregate principal amount of such Term Lender’s Term Commitment, and (B) for all Tranche A the Term Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans outstanding on to be made by each Term Lender will be made by such date, (ii) Term Lender in the aggregate principal amount of all Tranche B its Term Loans outstanding on such date, (iii) Commitment in accordance with Section 2.07 hereof. The Term Commitments shall automatically and permanently terminate immediately after the aggregate principal amount making of all Tranche C the Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateLoans.
Appears in 1 contract
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Appropriate Lenders (A) (i) on the dates set forth on Annex I to the Existing Credit Agreementlast Business Day of each March, or if any such date is not a Business DayJune, on the immediately preceding Business DaySeptember and December, an aggregate principal amount equal to 0.25% of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 aggregate principal amount of all Initial B-3 Euro Term Loans and outstanding on the Delayed Draw 2 Term Loans equal to the amount set forth on Annex I to the Existing Credit Agreement for such date Amendment No. 3 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.052.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Initial B-3 Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), together in each case with accrued and unpaid interest (ii) on the last Business Day of each March, June, September and December, an aggregate principal amount equal to be paid to but excluding the date 0.25% of such payment, and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Initial B-4 Dollar Term Loans outstanding on the Amendment No. 7 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Initial B-4 Dollar Loans that were prepaid pursuant to Section 2.05(a)(vi)), (iii) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Incremental B-4 Dollar Term Loan Amendment No. 7 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-45 Dollar Term Loans outstanding on the Incremental B-4 Dollar Term Loan Amendment No. 7 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-45 Dollar Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), (iiiiv) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-4 Euro Term Loans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-4 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (ivv) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-5 Euro Term Loans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-5 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (B) (i) on the Maturity Date for the Initial B-3 Euro Term Loans, the aggregate principal amount of all Initial B-3 Euro Term Loans outstanding on such date, (ii) on the Maturity Date for the Incremental B-4Initial B-4 Dollar Term Loans, the aggregate principal amount of all Tranche B Initial B-4 Dollar Term Loans outstanding on such date, (iii) on the Maturity Date for the Incremental B-5 Dollar Term Loans, the aggregate principal amount of all Tranche C Incremental B-45 Dollar Term Loans outstanding on such date, (iviiiiv) on the Maturity Date for the Incremental B-4 Euro Term Loans, the aggregate principal amount of all Delayed Draw 1 Incremental B-4 Euro Term Loans outstanding on such date and (vivv) on the Maturity Date for the Incremental B-5 Euro Term Loans, the aggregate principal amount of all Delayed Draw 2 Incremental B-5 Euro Term Loans outstanding on such date. In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Samples: Credit Agreement (Avantor, Inc.)
Term Loans. The Parent Borrower (anda) Subject to the provisions of this Section 2.2 and Article III hereof and the other terms and conditions set forth in this Agreement
(i) Lender agrees to make Term Loans to Borrowers at Administrative Borrower’s request on any date occurring on or after the Closing Date and on or prior to July 1, 2024, in such amount as Borrowers may request in accordance with Section 2.7 hereof;
(ii) The Term Loan Facility is not a revolving credit facility and any portion of a Term Loan that is repaid or prepaid may not be reborrowed;
(iii) On the case of the Tranche B date on which each Term LoansLoan shall be made to Borrowers, the Subsidiary Co-Borrowers Term Loan Commitment shall be automatically and permanently reduced on a joint and several basis) shall repay such date by an amount equal to the Administrative Agent for the ratable account aggregate original principal amount of such Term Loan;
(iv) Any portion of the Term Lenders Loan Commitment that has not been funded by Lender to Borrowers shall expire and be terminated upon the earlier to occur of (i) 5:00 p.m. Pacific time on July 1, 2024 and (ii) the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an Term Loan Maturity Date.
(b) The aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and made hereunder shall not exceed the Delayed Draw 2 Maximum Term Loans equal Amount.
(c) Subject to Section 2.2(b) hereof, each Borrowing under the amount set forth on Annex I to the Existing Credit Agreement for such date (which payments Term Loan Facility shall be reduced as in a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) the aggregate minimum principal amount of all Tranche A Term Loans outstanding on $500,000 and, thereafter, in integral multiples of $100,000, unless such dateBorrowing is being made to pay any interest, (ii) fees, or expenses then due hereunder, in which case such Borrowing may be in the aggregate principal amount of all Tranche B Term Loans outstanding on such dateinterest, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such datefees, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateor expenses.
Appears in 1 contract
Samples: Credit Agreement (Silvercrest Asset Management Group Inc.)
Term Loans. The Parent Initial Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent (i) for the ratable account of the Initial Term Lenders on the dates set forth on Annex I to the Existing Credit Agreement, or if any such date is not a Business Day, on the immediately preceding Business Day, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 all Initial Term Loans and outstanding in equal quarterly payments equal to 0.25% of the Delayed Draw 2 original principal amount of the Term Loans equal to funded on the Initial Closing Date (each such repayment amount, an “Initial Term Loan Repayment Amount”) which amount set forth on Annex I to the Existing Credit Agreement for such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) on March 31, June 30, September 30, and December 31 of each fiscal year of Holdings (commencing on December 31, 2018); provided, together in each case with accrued and unpaid interest that if such date is not a Business Day, then such payment shall be made on the immediately preceding Business Day; provided, however, that the final principal amount to repayment installment of the Initial Term Loans shall be paid to but excluding the date of such payment, and on the applicable Maturity Date, (i) Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Tranche A Initial Term Loans outstanding on such date, date and (ii) to the aggregate principal amount extent applicable, for the ratable account of all Tranche B the Delayed Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) Lenders the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding in equal quarterly payments equal to 0.25% of the original principal amount of the Delayed Draw Term Loans funded on the Delayed Draw Closing Date (each such repayment amount, a “Delayed Draw Term Loan Repayment Amount”) which amount shall be reduced as a result of the application of prepayments in accordance with Section 2.05) on March 31, June 30, September 30, and December 31 of each fiscal year of Holdings (commencing on December 31, 2018); provided, that if such date is not a Business Day, then such payment shall be made on the immediately preceding Business Day; provided, however, that the final principal repayment installment of the Delayed Term Loans shall be paid on the Maturity Date for the Delayed Draw Term Loan Facility and (v) in any event shall be in an amount equal to the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date. For the avoidance of doubt, and solely to the extent applicable, any reduction in amortization payments as a result of the application of any prepayments in accordance with Section 2.05 shall be applied on a pro rata basis as between the Term Loans funded on the Initial Closing Date and the Delayed Draw Term Loans funded on the Delayed Draw Closing Date.
Appears in 1 contract
Samples: Senior Secured First Lien Credit Agreement (Project Angel Parent, LLC)
Term Loans. The Parent Borrower (and, in the case of the Tranche B Term Loans, the Subsidiary Co-Borrowers on a joint and several basis) shall repay to the Administrative Agent for the ratable account of the Term Lenders holding each Class of Term B-3 Loans in Dollars (i) on the dates set forth on Annex I to last Business Day of each March, June, September and December, commencing with the Existing Credit Agreement, or if any second such date is not a Business Day, on to occur after the immediately preceding Business DayAmendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the Tranche A aggregate principal amount of the Term B-3 Loans funded or converted on the Amendment No. 2 Effective Date; provided, that, such amount shall be increased on the Incremental Amendment No. 1 Effective Date in the same proportion as (x) the aggregate principal amount of the Term B-3 Loans (including Initial Term B-3 Loans and Additional Term B-3 Loans) outstanding immediately following the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 1 Effective Date bears to (ii) the amount of the Term B-3 Loans outstanding immediately prior to the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 1 Effective Date; provided, further that such amount shall be increased on the Incremental Amendment No. 2 Effective Date in the same proportion as (i) the aggregate principal amount of the Term B-3 Loans (including the Initial Term B-3 Loans, the Tranche B Additional Term B-3 Loans, the Tranche C Additional Incremental Term B-3 Loans and the Second Additional Term B -3 Loans) outstanding immediately following the funding of the Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date bears to (ii) the amount of the Term B-3 Loans outstanding immediately prior to the funding of the Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date and (ii) on the Maturity Date for the Term B-3 Loans, the Delayed Draw 1 aggregate principal amount of all Term B-3 Loans and the Delayed Draw 2 Term Loans equal to the amount set forth outstanding on Annex I to the Existing Credit Agreement for such date (which date; provided that payments required by Section 2.07(a)(i) above shall be reduced as a result of the application of prepayments in accordance with Section 2.05. In the order of priority event any Incremental Term Loans or Extended Term Loans are made, such Incremental Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrowers in the amounts and on the dates set forth in Section 2.05), together in each case the definitive documentation with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment, respect thereto and on the applicable Maturity Date, (i) the aggregate principal amount of all Tranche A Term Loans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such dateDate thereof.
Appears in 1 contract
Samples: Credit Agreement (Restaurant Brands International Inc.)
Term Loans. The Parent Borrower (and, in the case Each of the Tranche B Term Loans, Borrower and the Subsidiary Co-Borrowers on a joint shall, jointly and several basis) shall severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders on the dates set forth on Annex I to the Existing Credit Agreementholding Term B-2 Loans, or if any such date is not a Business DayTerm B-4 Loans and Term B-5 Loans, on the immediately preceding last Business DayDay of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Tranche A Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Delayed Draw 2 Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount set forth of all Term B-6 Loans outstanding on Annex I to the Existing Credit Agreement for First Amendment Effective Date; provided that such date (which payments of Term B-6 Loans shall be reduced as a result of the application of prepayments of Term B-6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05);
(iii) for the ratable account of the Term B-7 Lenders, together in each case with accrued and unpaid interest on the principal last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to be paid to but excluding 0.25% of the date aggregate amount of such payment, and all Term B-7 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans and Term B-5 Loans that were converted into Term B-7 Loans on the Third Amendment Effective Date); provided that such payments of Term B-7 Loans shall be reduced as a result of the application of prepayments of Term B-7 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iv) for the ratable account of the Term B-8 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-8 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans, Term B-5 Loans and Term B-6 Loans that were converted into Term B-8 Loans on the Third Amendment Effective Date); provided that such payments of Term B-8 Loans shall be reduced as a result of the application of prepayments of Term B-8 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(i) (v) for the ratable account of the Term B-9 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-9 Loans outstanding on the Fourth Amendment Effective Date (including any Term B-7 Loans that were converted into Term B-9 Loans on the Fourth Amendment Effective Date); provided that such payments of Term B-9 Loans shall be reduced as a result of the application of prepayments of Term B-9 Loans made after the Fourth Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) (vi) for the ratable account of the Term B-10 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-10 Loans outstanding on the Fourth Amendment Effective Date (including any Term B-7 Loans and Term B-8 Loans that were converted into Term B-10 Loans on the Fourth Amendment Effective Date); provided that such payments of Term B-10 Loans shall be reduced as a result of the application of prepayments of Term B-10 Loans made after the Fourth Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iii) for the ratable account of the Term A-1 Lenders, on the last Business Day of each March, June, September and December prior to the Maturity Date for the Term A-1 Loans, commencing on the last Business Day of the first full fiscal quarter following the Term A-1 Incurrence Date, an aggregate amount equal to (w) on each such date occurring prior to the first anniversary of the Fifth Amendment Effective Date, 0.625% of the aggregate amount of all Term A-1 Loans outstanding on the Term A-1 Incurrence Date, (ix) on each such date occurring on or after the first anniversary of the Fifth Amendment Effective Date but prior to the second anniversary of the Fifth Amendment Effective Date, 1.25% of the aggregate amount of all Term A-1 Loans outstanding on the Term A-1 Incurrence Date, (y) on each such date occurring on or after the second anniversary of the Fifth Amendment Effective Date but prior to the third anniversary of the Fifth Amendment Effective Date, 1.875% of the aggregate amount of all Term A-1 Loans outstanding on the
(iv) (vii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Tranche A Term B-2 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans, Term B-7 Loans, Term B-8 Loans, Term B-9 Loans, Term B-10 Loans outstanding on such dateand Term BA-101 Loans, (ii) the aggregate principal amount of all Tranche B Term Loans outstanding on such dateas applicable, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term Loans outstanding on such date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
