Terms of Incremental Term Loan Commitments. The terms and provisions of each Incremental Term Loan Commitment shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein, identical to the Term Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans); (ii) the weighted average life to maturity of all Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (iii) the maturity date of Incremental Term Loans shall not be earlier than the Latest Maturity Date; (iv) the Applicable Margins and, subject to clause (ii) above, amortization schedule for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided that the initial yield (including any original issue discount or similar yield-related discounts, deductions or payments, but excluding arrangement, structuring and underwriting fees and any other fees not paid or payable generally to the applicable new Lenders) of the Incremental Term Loans paid or payable by Borrower to the lenders with respect to such Incremental Term Loans shall not, at any time, be more than 0.50% per annum higher than the yield for the then outstanding Term Loans calculated in the same manner (or, if such initial yield exceeds the yield for the then outstanding Term Loans by more than 0.50% per annum, the yield for the Term Loans shall automatically be increased by an amount equal to the difference between the yield with respect to the Incremental Term Loans and the yield for the then outstanding Term Loans minus 0.50% per annum (the “MFN Protection”); and (v) the Incremental Term Loans shall not be secured by any assets of Parent and its Subsidiaries other than the Collateral and, if guaranteed, shall not be guaranteed by any Subsidiary that is not a Guarantor. Each Incremental Term Loan Commitment shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23 and, if applicable, to make an Incremental Term Loan fungible (including for U.S. federal income tax purposes) with the outstanding Term Loans (subject to the limitations in Section 2.23(c)). In addition, unless otherwise specifically provided herein, all references in Credit Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans, respectively, made pursuant to this Agreement.
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Samples: Credit Agreement (Tiptree Inc.)
Terms of Incremental Term Loan Commitments. The terms and provisions of each Incremental Term Loan Commitment shall be as follows:
(i) terms and provisions of Loans made pursuant to the Incremental Term Loan Commitments (“Incremental Term Loans” and, together with the Incremental Term Loan Commitments related thereto, the “Incremental Term Loan Facility”) shall bebe as determined by the Canadian Borrower and the lenders providing such Incremental Term Loan Commitments (the “Incremental Term Loan Lenders”), except as otherwise which terms and provisions shall be set forth herein, identical in the Increase Joinder with respect to such Incremental Term Loan Commitments; provided that:
(i) if the amortization requirements for the Incremental Term Facility differ from the amortization requirements for the Term Loans (it being understood that Incremental Term Loans may be part B Loans, the Weighted Average Life to Maturity of an existing tranche of Term Loans);
(ii) the weighted average life to maturity of all any Incremental Term Loans shall be noThe Incremental Term Loans (A) shall rank equal in right of payment and security with the Term B-3 Loans, shall be secured only by all or a portion of the Collateral securing the Secured Obligations and, if guaranteed, shall only be guaranteed by the Loan Parties, (B) shall not mature earlier than the Term B-3 Loan Maturity Date, (C) shall not have a shorter than the Weighted Average Life to Maturity applicable tothan the then outstandingremaining Term B-3 Loans; (provided that up to $150.0 million of Incremental Term Loans, less the amount, if any, of Indebtedness secured by Liens incurred pursuant to the exception set forth in the last proviso of Section 6.02(i), may have a shorter Weighted Average Life to Maturity than the then -outstanding Term B Loans so long as such Weighted Average Life to Maturity is not shorter than the Weighted Average Life to Maturity of the then outstanding Term A-3 Loans; provided, further, that any Incremental Term Loans incurred solely for the purpose of funding export-import bank financings (“Export Financing”) may have a shorter Weighted Average Life to Maturity than the then outstanding Term B Loans so long as the Weighted Average Life to Maturity for such Incremental Term Loans is no shorter than the weighted average life Weighted Average Life to maturity Maturity of the existing then outstanding Term A Loans;(ii) -3 Loans;
), (iiiD) shall have a maturity date (other than with respect to the Incremental Term Loans described in the proviso in clause (i) above, the maturity date of Incremental Term Loans shall not be earlier than the Latest Term B Loan Maturity Date;
(iv) the Applicable Margins and, subject to clause (ii) above, amortization schedule for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided that the initial yield (including any original issue discount or similar yield-related discounts, deductions or payments, but excluding arrangement, structuring and underwriting fees and any other fees not paid or payable generally to the applicable new Lenders) of the Incremental Term Loans paid or payable by Borrower to the lenders with respect to such Incremental Term Loans shall not, at any time, be more than 0.50% per annum higher than the yield for the then outstanding Term Loans calculated in the same manner (or, if such initial yield exceeds the yield for the then outstanding Term Loans by more than 0.50% per annum, the yield for the Term Loans shall automatically be increased by an amount equal to the difference between the yield with respect to the Incremental Term Loans and the yield for the then outstanding Term Loans minus 0.50% per annum (the “MFN Protection”); and
(v) the Incremental Term Loans shall not be secured by any assets of Parent and its Subsidiaries other than the Collateral and, if guaranteed, shall not be guaranteed by any Subsidiary that is not a Guarantor. Each Incremental Term Loan Commitment shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23 and, if applicable, to make an Incremental Term Loan fungible (including for U.S. federal income tax purposes) with the outstanding Term Loans (subject to the limitations in Section 2.23(c)). In addition, unless otherwise specifically provided herein, all references in Credit Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans, respectively, made pursuant to this Agreement.
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Terms of Incremental Term Loan Commitments. The terms and provisions of each Incremental Term Loan Commitment shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein, identical to the Term Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans);
(ii) the weighted average life to maturity of all Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Latest Term Loan Maturity Date;; and
(iv) the Applicable Margins and, subject to clause (ii) above, amortization schedule for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided provided, that the initial yield (including any original issue discount or similar yield-related discounts, deductions or payments, but excluding arrangement, structuring and underwriting fees and any other fees not paid or payable generally to the applicable new Lenders)) of the Incremental Term Loans paid or payable by Borrower to the lenders with respect to such Incremental Term Loans shall not, at any time, not be more than 0.50% per annum higher than the yield for the then outstanding Term Loans calculated in the same manner (or, if such initial yield exceeds the yield for the then outstanding Term Loans by more than 0.50% per annumLoans, the yield for the Term Loans shall automatically be increased by an amount equal to the difference between the yield with respect to the Incremental Term Loans and the yield for the then outstanding Term Loans minus 0.50% per annum (the “MFN Protection”); and
(v) the Incremental Term Loans shall not be secured by any assets of Parent and its Subsidiaries other than the Collateral and, if guaranteed, shall not be guaranteed by any Subsidiary that is not a Guarantorannum. Each Incremental Term Loan Commitment shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23 and, if applicable, to make an Incremental Term Loan fungible (including for U.S. federal income tax purposes) with the outstanding Term Loans (subject to the limitations in Section 2.23(c))2.23. In addition, unless otherwise specifically provided herein, all references in Credit Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans, respectively, made pursuant to this Agreement.
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Terms of Incremental Term Loan Commitments. The terms and provisions of each Incremental Term Loan Commitment shall be as follows:
(i) terms and provisions of Loans made pursuant to the Incremental Term Loan Commitments (“Incremental Term Loans” and, together with the Incremental Term Loan Commitments related thereto, the “Incremental Term Loan Facility”) shall bebe as determined by the Canadian Borrower and the lenders providing such Incremental Term Loan Commitments (the “Incremental Term Loan Lenders”), except as otherwise which terms and provisions shall be set forth herein, identical in the Increase Joinder with respect to such Incremental Term Loan Commitments; provided that:
(i) if the amortization requirements for the Incremental Term Facility differ from the amortization requirements for the Term Loans (it being understood that Incremental Term Loans may be part B Loans, the Weighted Average Life to Maturity of an existing tranche of Term Loans);
(ii) the weighted average life to maturity of all any Incremental Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity applicable to the then outstanding Term B Loans; provided that up to $150.0 million of Incremental Term Loans, less the amount, if any, of Indebtedness secured by Liens incurred pursuant to the exception set forth in the last proviso of Section 6.02(i), may have a shorter Weighted Average Life to Maturity than the then outstanding Term B Loans so long as such Weighted Average Life to Maturity is not shorter than the Weighted Average Life to Maturity of the existing then outstanding Term A Loans; provided, further, that any Incremental Term Loans incurred solely for the purpose of funding export-import bank financings (“Export Financing”) may have a shorter Weighted Average Life to Maturity than the then outstanding Term B Loans so long as the Weighted Average Life to Maturity for such Incremental Term Loans is no shorter than the Weighted Average Life to Maturity of the then outstanding Term A Loans;
(iiiii) other than with respect to the Incremental Term Loans described in the proviso in clause (i) above, the maturity date of Incremental Term Loans shall not be earlier than the Latest Term B Loan Maturity Date;
(iii) the Incremental Term Loan Facility shall receive no greater than its pro rata share of any voluntary prepayment or mandatory prepayment pursuant to Section 2.12;
(iv) the Applicable Margins and, subject to clause (ii) above, amortization schedule interest rate margins for the Incremental Term Loans shall be determined by the Canadian Borrower and the applicable new LendersIncremental Term Loan Lenders and may be different from the interest rate margins otherwise set forth herein; provided that if the initial yield (including any original issue discount or similar yield-related discounts, deductions or payments, but excluding arrangement, structuring and underwriting fees and any other fees not paid or payable generally to the applicable new Lenders) of interest rate margin for the Incremental Term Loans paid or payable exceeds by Borrower more than 50 basis points (the amount of such excess above 50 basis points being referred to as the lenders with respect to such “Yield Differential”) the interest rate margins then in effect for (in the case of Incremental Term Loans shall notdenominated in U.S. dollars) the outstanding U.S. Term B Loans or (in the case of Incremental Term Loans denominated in Canadian dollars) the outstanding Canadian Term B Loans, at any time, be more than 0.50% per annum higher than then the yield Applicable Margin then in effect for the then all outstanding Term Loans calculated in the same manner (or, if such initial yield exceeds the yield for the then outstanding Term Loans by more than 0.50% per annum, the yield for the Term B Loans shall automatically be increased by an amount equal the Yield Differential, effective upon the making of the Incremental Term Loans (with the interest rate margin applicable to any U.S. Term B Loans or Canadian Term B Loans, as applicable, or Incremental Term Loans calculated to include all upfront or similar fees or original issue discount payable by the Canadian Borrower generally to the difference between Lenders providing such Term B Loans in the yield primary syndication thereof or such Incremental Term Loans based on an assumed four-year life to maturity); provided, further, that, notwithstanding the foregoing proviso, up to $250.0 million of Incremental Term Loans may have an interest rate margin more than 50 basis points greater than the highest interest rate margin that may, under any circumstances, be payable with respect to the Term B Loans, without requiring any increase to the Applicable Margin of any Term B Loans;
(v) either (1) the financial maintenance covenants and prepayment provisions applicable to the Incremental Term Loans and during the yield for period ending on the Final Maturity Date shall be no more restrictive than those applicable to the then outstanding Loans or (2) if the financial maintenance covenants and prepayment provisions applicable to the Incremental Term Loans minus 0.50% per annum (are more restrictive during the “MFN Protection”)period ending on the Final Maturity Date than those applicable to the then outstanding Loans, then the financial covenants and prepayment provisions then in effect for the outstanding Loans shall automatically be changed to those more restrictive provisions applicable to the Incremental Term Loans, effective upon the making of the Incremental Term Loans under the Incremental Term Loan Commitment; and
(vvi) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term B Loans (except to the extent permitted by clauses (i), (ii), (iii), (iv) and (v) above) they shall not be secured by any assets of Parent and its Subsidiaries other than reasonably satisfactory to the Collateral and, if guaranteed, shall not be guaranteed by any Subsidiary that is not a GuarantorAdministrative Agent. Each Incremental Term Loan Commitment The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Canadian Borrower, the Administrative Agent and each Lender making such increased or new Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23 and2.21. Notwithstanding anything to the contrary in this Agreement, if applicableeach of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to make an the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments, Incremental Term B Commitments and/or the Incremental Term Loan fungible (including for U.S. federal income tax purposes) Commitments evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the outstanding Term Loans (subject Borrower’s consent and furnished to the limitations in Section 2.23(c)). In addition, unless otherwise specifically provided herein, all references in Credit Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans, respectively, made pursuant to this Agreementother parties hereto.
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Samples: Credit Agreement (Telesat Canada)
Terms of Incremental Term Loan Commitments. The terms and provisions of each Incremental Term Loan Commitment shall be as follows:
(i) terms and provisions of Loans made pursuant to the Incremental Term Loan Commitments (“Incremental Term Loans” and, together with the Incremental Term Loan Commitments related thereto, the “Incremental Term Loan Facility”) shall bebe as determined by the Canadian Borrower and the lenders providing such Incremental Term Loan Commitments (the “Incremental Term Loan Lenders”), except as otherwise which terms and provisions shall be set forth herein, identical in the Increase Joinder with respect to such Incremental Term Loan Commitments; provided that:
(i) if the amortization requirements for the Incremental Term Facility differ from the amortization requirements for the Term Loans (it being understood that Incremental Term Loans may be part B-2 Loans, the Weighted Average Life to Maturity of an existing tranche of Term Loans);
(ii) the weighted average life to maturity of all any Incremental Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity applicable to the then outstanding Term B-2 Loans; provided that up to $150.0 million of Incremental Term Loans, less the amount, if any, of Indebtedness secured by Liens incurred pursuant to the exception set forth in the last proviso of Section 6.02(i), may have a shorter Weighted Average Life to Maturity than the then outstanding Term B-2 Loans so long as such Weighted Average Life to Maturity is not shorter than the Weighted Average Life to Maturity of the existing then outstanding Term A Loans; provided, further, that any Incremental Term Loans incurred solely for the purpose of funding export-import bank financings (“Export Financing”) may have a shorter Weighted Average Life to Maturity than the then outstanding Term B-2 Loans so long as the Weighted Average Life to Maturity for such Incremental Term Loans is no shorter than the Weighted Average Life to Maturity of the then outstanding Term A Loans;
(iiiii) other than with respect to the Incremental Term Loans described in the proviso in clause (i) above, the maturity date of Incremental Term Loans shall not be earlier than the Latest Term B Loan Maturity Date;
(iii) the Incremental Term Loan Facility shall receive no greater than its pro rata share of any voluntary prepayment or mandatory prepayment pursuant to Section 2.12;
(iv) the Applicable Margins and, subject to clause (ii) above, amortization schedule interest rate margins for the Incremental Term Loans shall be determined by the Canadian Borrower and the applicable new LendersIncremental Term Loan Lenders and may be different from the interest rate margins otherwise set forth herein; provided that if the initial yield (including any original issue discount or similar yield-related discounts, deductions or payments, but excluding arrangement, structuring and underwriting fees and any other fees not paid or payable generally to the applicable new Lenders) of interest rate margin for the Incremental Term Loans paid or payable exceeds by Borrower more than 50 basis points (the amount of such excess above 50 basis points being referred to as the lenders with respect to such “Yield Differential”) the interest rate margins then in effect for (in the case of Incremental Term Loans shall notdenominated in U.S. dollars) the outstanding U.S. Term B-2 Loans or (in the case of Incremental Term Loans denominated in Canadian dollars) the outstanding Canadian Term B-2 Loans, at any time, be more than 0.50% per annum higher than then the yield Applicable Margin then in effect for the then all outstanding Term Loans calculated in the same manner (or, if such initial yield exceeds the yield for the then outstanding Term Loans by more than 0.50% per annum, the yield for the Term B-2 Loans shall automatically be increased by an amount equal the Yield Differential, effective upon the making of the Incremental Term Loans (with the interest rate margin applicable to any U.S. Term B-2 Loans or Canadian Term B-2 Loans, as applicable, or Incremental Term Loans calculated to include all upfront or similar fees or original issue discount payable by the Canadian Borrower generally to the difference between Lenders providing such Term B-2 Loans in the yield primary syndication thereof or such Incremental Term Loans based on an assumed four-year life to maturity); provided, further, that, notwithstanding the foregoing proviso, up to $250.0 million of Incremental Term Loans may have an interest rate margin more than 50 basis points greater than the highest interest rate margin that may, under any circumstances, be payable with respect to the Term B-2 Loans, without requiring any increase to the Applicable Margin of any Term B-2 Loans;
(v) either (1) the financial maintenance covenants and prepayment provisions applicable to the Incremental Term Loans and during the yield for period ending on the Final Maturity Date shall be no more restrictive than those applicable to the then outstanding Loans or (2) if the financial maintenance covenants and prepayment provisions applicable to the Incremental Term Loans minus 0.50% per annum (are more restrictive during the “MFN Protection”)period ending on the Final Maturity Date than those applicable to the then outstanding Loans, then the financial covenants and prepayment provisions then in effect for the outstanding Loans shall automatically be changed to those more restrictive provisions applicable to the Incremental Term Loans, effective upon the making of the Incremental Term Loans under the Incremental Term Loan Commitment; and
(vvi) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term B-2 Loans (except to the extent permitted by clauses (i), (ii), (iii), (iv) and (v) above) they shall not be secured by any assets of Parent and its Subsidiaries other than reasonably satisfactory to the Collateral and, if guaranteed, shall not be guaranteed by any Subsidiary that is not a GuarantorAdministrative Agent. Each Incremental Term Loan Commitment The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Canadian Borrower, the Administrative Agent and each Lender making such increased or new Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23 and2.21. Notwithstanding anything to the contrary in this Agreement, if applicableeach of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to make an the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments, Incremental Term B Commitments and/or the Incremental Term Loan fungible (including for U.S. federal income tax purposes) Commitments evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the outstanding Term Loans (subject Borrower’s consent and furnished to the limitations in Section 2.23(c)). In addition, unless otherwise specifically provided herein, all references in Credit Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans, respectively, made pursuant to this Agreementother parties hereto.
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