Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans); (ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Date; (iii) the all-in yield applicable to any Incremental Revolving Loan that is pari passu in right of payment and with respect to security will be determined by the Borrower and the Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Revolving Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Revolving Facility, unless the interest rate margin with respect to the existing Revolving Facility, is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%. The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans);
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Date;
(iii) the all-in yield applicable to any Incremental Revolving Loan that is pari passu in right of payment and with respect to security will be determined by the Borrower and the Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring terms and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Revolving Facility) will not provisions shall be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) terms and subject to the same documentation applicable to the existing Revolving Facility. Incremental Revolving Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Revolving Commitment, unless nor will the interest rate margin Borrower have any obligation to approach any existing Lenders to provide any Incremental Revolving Commitment) and additional banks, financial institutions and other institutional lenders; provided that the consent of the Administrative Agent and any Issuing Lender (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to the existing Revolving Facility, is increased by an amount equal any additional Lender to the difference between the all-in yield with respect same extent such consent would for an assignment of an existing Loan to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%such Lender pursuant to Section 11.6(b). The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Revolving Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with as those set forth in this Agreement for the then-existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Commitments and Revolving Loans, on terms agreed upon between ; provided that:
(i) the Borrower and the Lenders providing such maturity date of Incremental Revolving Loans and reasonably acceptable to shall not be earlier than the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans)Revolver Termination Date;
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require Loan shall have no scheduled amortization or differing mandatory commitment reduction prior to, to the Revolving Termination Date;
(iii) the all-in applicable yield applicable to any for the Incremental Revolving Loan that is pari passu in right of payment and with respect to security will Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate Loans but shall exclude customary arrangement or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting commitment fees and any amendment fees paid or payable to the Joint Lead Arrangers (any arranger, bookrunner or their Affiliates) or the Lenders in their respective capacities as such its affiliates in connection with the Incremental Revolving Loans) for the Incremental Revolving Loans shall not be greater than the highest applicable yield that may, under any of circumstances, be payable with respect to Term Loans plus 50 basis points, except to the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such extent that the applicable yield applicable to the Revolving Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Term Loans is increased to the existing Revolving Facility, unless extent necessary to achieve the interest rate margin with respect foregoing; and
(iv) to the existing Revolving Facility, extent any Eurodollar Rate “floor” or Base Rate “floor” is increased by an amount equal to the difference between the all-in yield with respect to imposed on the Incremental Revolving Facility and Loans, such Eurodollar Rate “floor” or the corresponding all-in yield on highest of such Base Rate “floor”, as the existing case may be, shall be applied to the Revolving Facility, minus 0.50%Loans. The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) Loans; and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans);
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Date;
(iii) the all-in yield applicable to any Incremental Revolving Loan that is pari passu in right of payment and with respect to security will be determined by the Borrower and the Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Revolving Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Revolving Facility, unless the interest rate margin with respect to the existing Revolving Facility, is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%. The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
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Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans);
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Date;; and
(iii) the all-in yield applicable to any Incremental Revolving Loan that is pari passu in right of payment and with respect to security will be determined by the Borrower and the Lenders lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Revolving Facility) for any Incremental Revolving Facility established prior to the date that is 18 months after the Closing Date will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Revolving Facility, unless the interest rate margin with respect to the existing Revolving Facility, Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%. The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
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Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Incremental Revolving Loans or may comprise one or more new tranches of Incremental Revolving Loans);
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Final Maturity Date (as defined in the ABL Credit Agreement on the Closing Date);
(iii) there shall be no regularly scheduled mandatory commitment reductions prior to the Final Maturity Date (as defined in the ABL Credit Agreement on the Closing Date);
(iv) the all-in in-yield applicable to any Incremental Revolving Loan that is pari passu in right of payment and with respect to security Facility will be determined by the Borrower and the Lenders lenders providing such Incremental Revolving Loan Facility and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Incremental Revolving Facility) and will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Revolving Initial Term Facility, unless the interest rate margin with respect to the existing Revolving Facility, Initial Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Initial Term Facility, minus 0.50%; and
(v) the Incremental Revolving Loans may only be guaranteed by the Guarantors and may only be secured by Liens on Collateral that are pari passu with the Liens on Collateral securing the Initial Term Facility. The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement2.8.
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Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans);
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Date;
(iii) the all-in yield applicable to any Incremental Revolving Loan that is pari passu in right of payment and with respect to security will be determined by the Borrower and the Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring terms and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Revolving Facility) will not provisions shall be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) terms and subject to the same documentation applicable to the existing Revolving Facility. Incremental Revolving Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Revolving Commitment, unless nor will the interest rate margin Borrower have any obligation to approach any existing Lenders to provide any Incremental Revolving Commitment) and additional banks, financial institutions and other institutional lenders; provided that the consent of the Administrative Agent and any Issuing Lender (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to the existing Revolving Facility, is increased by an amount equal any additional Lender to the difference between the all-in yield with respect same extent such consent would for an assignment of an existing Loan to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%such Lender pursuant to Section 11.6(b). The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Revolving Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.context
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Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) material terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be on terms consistent with the existing Revolving Loans (other than (A) with respect Loans; provided, that if the Borrower determines to margin, pricing, maturity increase the interest rate or fees or (B) as otherwise set forth herein) and, to the extent not consistent with payable in respect of such existing Incremental Revolving Loans, on terms agreed upon between such increase shall be permitted only if the Borrower and interest rate or fees payable in respect of the Lenders providing existing Revolving Loans shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Loans and reasonably acceptable to Loans; and
(ii) the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may only be part of guaranteed by the existing tranche of Revolving Loans or Guarantors and may comprise one or more new tranches of Revolving Loans);
(ii) any Incremental Revolving Facilities will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Revolving Termination Date;
(iii) the all-in yield applicable to any Incremental Revolving Loan only be secured by Liens on Collateral that is are pari passu in right of payment and with respect to security will be determined by the Borrower and Liens on Collateral securing the Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Initial Revolving Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Revolving Facility, unless the interest rate margin with respect to the existing Revolving Facility, is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%. The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
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Terms of Incremental Revolving Loans and Incremental Revolving Commitments. The terms and provisions of the Incremental Revolving Commitments and the Loans made pursuant to the Incremental Revolving Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be as follows:
(i) such terms and provisions shall be on the same terms consistent with and subject to the same documentation applicable to the existing Revolving Loans (other than (A) with respect to margin, pricing, maturity or fees or (B) as otherwise set forth herein) and, to the extent not consistent with such existing Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Revolving Loans and reasonably acceptable to the Administrative Agent Facility (except as otherwise set forth herein) (it being understood that Incremental Revolving Loans may be part of the existing tranche of Revolving Loans or may comprise one or more new tranches of Revolving Loans);
(ii) the maturity date of Incremental Revolving Loans shall not be earlier than the Revolver Termination Date;
(iii) any Incremental Revolving Facilities will mature no earlier than, and will require Loan shall have no scheduled amortization or differing mandatory commitment reduction prior to, to the Revolving Termination Date;
(iiiiv) the all-in applicable yield applicable to any for the Incremental Revolving Loan that is Loans shall be determined by the Borrower and the applicable new Lenders; and
(v) Incremental Revolving Loans may, at the Borrower’s discretion, rank pari passu in right of payment and security with other Loans or, subject to Section 8.2(p), may be incurred as Junior Indebtedness (including Second Lien Indebtedness); provided that any Incremental Revolving Loans secured on a pari passu basis with the existing Loans shall be incurred pursuant to the Loan Documents. Incremental Revolving Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Revolving Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Revolving Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent, Issuing Lender and the Swingline Lender (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security will be determined by the Borrower and the Lenders providing such Incremental Revolving Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their Affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Revolving Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Revolving Facility, unless the interest rate margin with respect to the existing Revolving Facility, is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Revolving Facility and the corresponding all-in yield on the existing Revolving Facility, minus 0.50%Section 11.6(b). The Incremental Revolving Commitments shall be effected by a joinder agreement (the “Increase Revolving Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Revolving Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Revolving Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitments and Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Commitments and Incremental Revolving Loans that are made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)