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Common use of Terms of New Loans and Commitments Clause in Contracts

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 5 contracts

Samples: Limited Waiver and Amendment to Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) ), and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;; and (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary and mandatory prepayments with the Administrative Agent and the relevant Lenders (it being understood other Term Loans; provided, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than may, to the covenants extent set forth in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Dateapplicable Increase Joinder, receive additional mandatory prepayments based on excess cash flow. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.14 (including, without limitation, such amendments as may be necessary or appropriate to structure one or more Incremental Facilities so that such Incremental Facilities have the benefit of different (but, other than as to periods outside the maturity date of the other Facilities then in effect, no more restrictive) or no financial covenants or are otherwise “covenant-lite” term loans, and such amendments as may be necessary or appropriate with respect to the interest rate and interest rate benchmark index desired by the Borrowers, the Administrative Agent and each Lender making such Incremental Commitment). In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 4 contracts

Samples: Specified Acquisition Loan Joinder (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of any Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they Loan Tranche shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans Loan Tranche must comply with clauses clause (iii), (iv) and (viv) below; (ii) the terms and provisions of any Incremental Revolving Credit Loans Tranche made pursuant to new Commitments shall be identical to the Revolving Credit Loansterms applicable to loans provided under the Aggregate AC Commitments or Aggregate USD Commitments, as applicable, as in effect on the Closing Date; (iii) the weighted average life to maturity of any Incremental Term Loans Loan Tranche shall be no shorter than the remaining weighted average life to maturity of the any then existing Incremental Term Loans; (iv) the maturity date of any Incremental Term Loans Loan Tranche (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) i. terms and provisions of Revolver Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Revolver Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) . the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Revolver Loans; (iv) iii. the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Termination Date; iv. the Applicable Margins for the Incremental Loans shall be determined by Borrower and the Lenders of the Incremental Loans; provided that in the event that the Applicable Margins for any Incremental Loans are greater than the Applicable Margins for the Revolver Loans, then the Applicable Margins for the Revolver Loans shall be increased to the extent necessary so that the Applicable Margins for the Incremental Loans are equal to the Applicable Margins for the Revolver Loans; provided, further, that in determining the Applicable Margins applicable to the Revolver Loans and the Incremental Loans, (x) original issue discount (“OID”) shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) upfront fees in excess of 1.0% (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Loans or the Incremental Loans in the primary syndication thereof shall be included and (z) customary arrangement or commitment fees payable to the Lead Arranger (or its affiliates) in connection with the Revolver Loans or to one or more arrangers (or their affiliates) of the Incremental Loans shall be excluded; and v. to the extent that the terms and provisions of Incremental Loans are not identical to the Revolver Loans (except to the extent permitted by clause (iv) or (v) terms as to prepayments and amortization and pricing for Incremental Term Loans above) they shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable satisfactory to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.12. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Revolver Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Revolver Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Revolver Loans, respectively, made pursuant to this Agreement.

Appears in 3 contracts

Samples: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp), Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Loan Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be a part of an existing Class of Term Loans); provided that (i) the final maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term LoansB-1 Loans then in effect and (y) and to the extent that the terms and provisions of all Incremental Term Loans are shall not identical be earlier than the latest Maturity Date with respect to the Initial Term Loans (except to the extent permitted by clause (iii)then in effect, (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms Weighted Average Life to Maturity of all (x) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iiiy) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the then all existing Initial Term Loans; , (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional participate on a greater than pro rata basis with the Term Loans in any mandatory prepayments hereunder (other than scheduled amortization payments), (iv) the All-in Yield for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or different covenants if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or financial covenants which are the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) above) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Facility, Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant the Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in any material respect than the covenants in the Loan Documents effect at the time of the incurrence or issuance of such Incremental Term Loan unless either Loans or (Ac) such covenants benefit all of the Lenders or are as otherwise consented to agreed by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datein its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding For purposes of this Agreement and the provisions other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of Section 10.01, the such Incremental Term Loan. The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.21. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectivelyand Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Increase Joinder (Frontier Communications Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase JoinderJoinder (defined below), identical to (and rank pari passu with) the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative AgentRequired Lenders; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) except to the extent necessary to address Alternative Currency provisions in additional revolving tranches, the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the terms of any Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants herein unless (A) all Lenders benefit therefrom, (B) such covenants and/or financial covenants only apply after the Latest Maturity Date or (C) otherwise consented to by the Required Lenders; and (v) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable Date with respect to the Administrative Agent Term Facility and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersCompany, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and and/or Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to those of the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Margins for the Incremental Term Loans shall be reasonably acceptable determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater by more than 50 basis points than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Margins for the Incremental Term Loans are only 50 basis points greater than to the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Borrowers than those Lenders of any existing the Term Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Administrative Agent); andLead Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; (vi) the minimum LIBOR Rate or Alternate Base Rate, if any, applicable to the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than be determined by Borrower and the covenants in the Loan Documents at the time Lenders of the incurrence of such Incremental Term Loan unless either Loans; provided that an equal minimum LIBOR Rate or Alternate Base Rate shall be applicable to the Term Loans; (Avii) such covenants benefit all to the extent that the terms and provisions of Incremental Term Loans are not identical to the Lenders Term Loans (except to the extent permitted by clause (iv), (v) or are otherwise consented (vi) above) they shall be reasonably satisfactory to by the Administrative Agent Agent; and (viii) any Incremental Revolving Commitments shall be on terms (other than upfront fees payable to Lenders providing Incremental Revolving Commitments or arrangers (Bor their affiliates) such covenants apply only after in connection therewith) and pursuant to documentation applicable to the Facility Termination DateRevolving Credit Facility. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement2.20.

Appears in 2 contracts

Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of term loans made pursuant to any Incremental Term Loans Commitment (each, an “Incremental Term Loan”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term existing Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term existing Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans;[Reserved] (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than 75% of the remaining weighted average life time to maturity of the then existing Term LoansFinal Loan Maturity Date; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Loan Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for Eurodollar Rate Loans by more than 25 basis points, then the Applicable Rate for Eurodollar Rate Loans and the Letter of Credit Fees (at each point in the table set forth in the definition of “Applicable Rate,” to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable extent applicable) shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is no greater than 25 basis points higher than the Applicable Rate for Eurodollar Rate Loans at the then applicable pricing level in the table set forth in the definition of “Applicable Rate”; provided, further, that in determining the Applicable Rate applicable to the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers than those to the Lenders of the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the Incremental Term Loans include a LIBOR or Base Rate “floor”, such LIBOR or Base Rate “floor,” respectively, shall be applicable to all Loans (or the difference between such floor for the Incremental Term Loans and any existing Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v)); (vi) any Incremental Revolving Facility shall be on terms applicable to the existing Loans and any Incremental Term Facility shall be on terms and pursuant to documentation reasonably acceptable to the Administrative Agent); and (vi) Agent that is no more restrictive to the Borrowers and the Guarantors than those applicable to the existing Loans or any other Incremental Revolving Commitments or Incremental Term Loan Commitments, unless such other terms (1) apply only after the Final Loan Maturity Date of the existing Loans shall not contain additional and each other Incremental Revolving Commitment or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Incremental Term Loan Documents Commitment at the time of the incurrence of such Incremental Revolving Commitments or Incremental Term Loan unless either Commitments, (A2) such covenants benefit all of shall also apply to the Lenders or are otherwise consented to by the Administrative Agent existing Loans or (B3) such covenants apply in the case of Incremental Term Loan Commitments, relate only after to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the Facility Termination Dateforegoing) maturity or amortization to be determined, subject to clauses (iii), (iv) and (v) above and paragraph (f) below). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersLoan Parties, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant Commitments. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 11.01 to this Agreementthe contrary.

Appears in 2 contracts

Samples: Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or herein, in the Increase JoinderJoinder or other related Additional Credit Extension Amendment, identical to the Term A Loans (it being understood that Incremental Term Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term A Loans (except to the extent permitted by clause (iii2.15(g)(iii)(iii), (iv), (v) or (vvi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iiiclause 2.15(g)(iii)(iii), (iv) and ), (v) or (vi) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the scheduled principal amortization payments under each Incremental Term Loan shall be as set forth in the related Increase Joinder or other related Additional Credit Extension Amendment; provided that the weighted average life to maturity of any each Incremental Term Loans Loan shall not be no shorter less than the remaining weighted average life to maturity of the then existing Term A Loans; (iv) the maturity date of Incremental Term Loans (the “each Incremental Term Loan Maturity Date”) shall be as set forth in the Increase Joinder or other Additional Credit Extension Amendment; provided that such date shall not be earlier than the then Latest Maturity DateDate for the Term A Loans; (v) terms as to prepayments the Applicable Rate, fees and amortization and pricing for schedule applicable to Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans and set forth in the related Increase Joinder or other related Additional Credit Extension Amendment; provided, that the Yield applicable to any Incremental Term Commitment will not be more than 0.50% higher than the corresponding Yield for the existing Term A Loan unless the interest rate margin with respect to the Administrative Agent existing Term A Loan is increased by an amount equal to the difference between the Yield with respect to the Incremental Term Commitment and the relevant Lenders (it being understood that terms that are no less favorable to corresponding Yield on the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); andLoan minus 0.50%; (vi) the any Incremental Term Loans shall may participate on a pro rata basis or on a less than pro rata basis (but not contain additional or different covenants or financial covenants which are more restrictive on a greater than pro rata basis) in any material respect than the covenants voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any or other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Additional Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.Extension Amendment; and

Appears in 2 contracts

Samples: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the 2018 ReplacementSeventh Amendment Extended Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the 2018 ReplacementSeventh Amendment Extended Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the 2018 ReplacementSeventh Amendment Extended Term Loans made on the RestatementSeventh Amendment Effective Date; (iv) the interest rate margins for new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans incurred prior to the date that is eighteen (18) months after the Seventh Amendment Effective Date, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the 2018 ReplacementSeventh Amendment Extended Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the LIBOTerm SOFR Reference Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any LIBOTerm SOFR Reference Rate floor applicable to such Class of Incremental Term Loans exceeding the LIBOTerm SOFR Reference Rate floor applicable to the Original Term Loans, the LIBOTerm SOFR Reference Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the LIBOTerm SOFR Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans. ; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Incremental Revolving Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.19 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy Industries Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments this Section 2.15 shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of incremental Term Loans made pursuant to the Incremental Term Loans Commitment (the “Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinderapplicable joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments under this Section shall be identical to the applicable Revolving Loans (whether Global Revolving Credit Loans or U.S. Revolving Credit Loans); (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity DateDate for Term Loans; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Company and the Lenders of the Incremental Term Loans; provided that, in the event that (A) such Incremental Term Loans are incurred prior to the Administrative Agent first anniversary of the Closing Date and (B) the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than fifty (50) basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the Term Loans plus fifty (50) basis points, and the relevant Lenders Applicable Rate for Revolving Loans (it being understood that terms that are no less favorable at each point in the table set forth in the definition of “Applicable Rate,” to the Borrowers than those extent applicable) shall be increased by the same number of any existing basis points as the Applicable Rate for the Term Loan is increased; provided further that, in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Facility Loans, (x) original issue discount (“OID”) or upfront fees (which shall be acceptable deemed to constitute like amounts of OID) payable by the applicable Borrowers to the Administrative AgentLenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); and , (viy) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded; and (z) if the Eurocurrency or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants in Eurocurrency or Base Rate “floor,” respectively, for the Loan Documents at existing Term Loans, the time of difference between such floor for the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement Loans and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or existing Term Loans shall be deemed, unless equated to an increase in the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to Applicable Rate for purposes of this Agreementclause (v).

Appears in 2 contracts

Samples: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iiiii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing term loans, if any (the “Existing Term LoansLoan”); (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest latest applicable Maturity Date; (viv) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Existing Term Loans by more than 50 basis points, then the Applicable Rate for the Existing Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is 50 basis points higher than the Applicable Rate for the Existing Term Loans; provided, further, that in determining the Applicable Rate applicable to the Existing Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Existing Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Existing Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the Existing Term Loans, the difference between such floor for the Incremental Term Loans and the Existing Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (iv); (v) the mandatory prepayment provisions, covenants and events of default of any Incremental Term Loans, if not consistent with the terms of this Agreement (or, in the case of mandatory prepayment provisions, consistent with the terms of any then outstanding Incremental Term Facility), shall be reasonably acceptable satisfactory to the Administrative Agent and the relevant Lenders (it being understood that terms covenants and events of default that are no less favorable (A) not materially more restrictive to the Borrowers Borrower, when taken as a whole, than those the terms of this Agreement, or (B) more-restrictive than the terms of this Agreement so long as (x) Lenders under this Agreement also receive the benefit of such more restrictive terms or (y) any existing Incremental Term Facility shall be acceptable such provisions apply after the Maturity Date, are in each case reasonably satisfactory to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase Joinder may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans or, if applicable, term loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loansterm loans, respectively, made pursuant to this Agreement. This Section 2.16 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Nuvasive Inc), Credit Agreement (Nuvasive Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Class B Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the Class B Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Class B Term Loans made on the Closing Date; (iv) the interest rate margins for new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the Class B Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the LIBO Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any LIBO Rate floor applicable to such Class of Incremental Term Loans exceeding the LIBO Rate floor applicable to the Original Term Loans, the LIBO Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the LIBO Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans. (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (American Airlines Inc), Credit and Guaranty Agreement (American Airlines Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Term Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the a new or existing tranche of Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then Revolving Loans and the existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Term Loan Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Margins for the Incremental Term Loans shall be reasonably acceptable determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Margins for the Incremental Term Loans are equal to the Appli cable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Borrowers than those Lenders of any existing the Term Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Administrative Agent)Arranger (or its affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (vi) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iv) or (v) above) they shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented be reasonably satisfactory to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateAgent. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.20. In addition, unless otherwise specifically provided hereinherein or in an Increase Joinder, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the existing Term Loans, then the Applicable Rate for the existing Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the existing Term Loans, and the relevant Lenders Applicable Rate for Revolving Loans (it being understood that terms that are no less favorable at each point in the table set forth in the definition of “Applicable Rate,” to the Borrowers than those extent applicable) shall be increased by the same number of any existing basis points as the Applicable Rate for the Term Loan is increased; provided, further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Facility Loans, (x) original issue discount (“OID”) or upfront fees (which shall be acceptable deemed to constitute like amounts of OID) payable by the Borrowers to the Administrative AgentLenders of the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); and , (viy) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded; and (z) if the LIBOR or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants LIBOR or Base Rate “floor,” respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Loan Documents at the time Applicable Rate for purposes of the incurrence of such Incremental Term Loan unless either this clause (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datev). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, from and after the Increase Effective Date all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (American Outdoor Brands Corp), Credit Agreement (Smith & Wesson Holding Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (TopBuild Corp), Credit Agreement (TopBuild Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Initial Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the Initial Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Term Loan Commitments made on the Closing Date; (iv) the interest rate margins for new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans incurred prior to the date that is eighteen (18) months after the Closing Date that are denominated in Dollars and pari passu in right of payment with, and secured on a pari passu basis with, the Initial Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the Initial Term Loans funded hereunder on the Closing Date (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the Adjusted Term SOFR floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any Term SOFR Reference Rate floor applicable to such Class of Incremental Term Loans exceeding the Adjusted Term SOFR floor applicable to the Original Term Loans, the Adjusted Term SOFR floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the Term SOFR Reference Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the existing Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental all new Term Loans shall be no shorter than the remaining weighted average life to maturity of the then Revolving Loans and the existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date;; and (v) terms as to prepayments and amortization and pricing the Applicable Margins for Incremental the new Term Loans shall be reasonably acceptable to the Administrative Agent determined by Borrower and the relevant Lenders (it being understood applicable new Lenders; provided, however, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to Applicable Margins for the Administrative Agent); and (vi) the Incremental new Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect be greater than the covenants in highest Applicable Margins that may, under any circumstances, be payable with respect to Term Loans plus 50 basis points (and the Loan Documents at Applicable Margins applicable to the time of Term Loans shall be increased to the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of extent necessary to achieve the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Dateforegoing). The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part maturity date of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans new loans made pursuant to the new Commitments (each an “Incremental Loan”) shall not be identical to earlier than the Revolving Credit Loans; (iii) Maturity Date and the weighted average life to maturity of any Incremental Term Loans that are term loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivii) the maturity interest rate for the Incremental Loans shall be determined by Borrower and the applicable new Lenders; provided that if the interest rate (which shall be deemed to include all upfront or similar fees or original issue discount (with OID being equated to interest rates in a manner reasonably determined by the Administrative Agent on an assumed four-year life to maturity) and any other component of interest rate) in respect of any Incremental Loans exceeds the interest rate with respect to the Term Loans and/or previously incurred Incremental Loans, the interest rate with respect to the Term Loans and previously incurred Incremental Loans shall be automatically increased on the date of incurrence of such new Incremental Loans so that it is equal to the interest rate with respect to the new Incremental Loans. (iii) subject to clauses (i) and (ii) above, any Incremental Loans consisting of term loans shall have the same terms as the Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier other than the then Latest Maturity Date; (v) terms as to prepayments pricing, maturity and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agentamortization); and (viiv) subject to clauses (i) and (ii) above, any Incremental Loan consisting of revolving loans shall have the Incremental same terms as the Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect (other than as to pricing, maturity, amortization and mechanical differences due to the covenants in the Loan Documents at the time of the incurrence revolving nature of such Incremental Term Loan unless either (A) loans); provided that any such covenants benefit all of revolving loans shall require no scheduled amortization or mandatory commitment reductions prior to the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Maturity Date. The Incremental new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent provision of this Section 2.14. In addition2.18 (including, unless otherwise specifically provided hereinwithout limitation, all references in the amending and restating this Agreement or any other Loan Documents Document and mechanical changes to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, implement an Incremental Loan Commitment with respect to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreementrevolving loans).

Appears in 2 contracts

Samples: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iiiii) the weighted average life scheduled principal amortization payments under each Incremental Term Loan shall be as set forth in the related Increase Joinder; provided that the Weighted Average Life to maturity Maturity of any Incremental Term Loans Loan incurred after the Amendment No. 3 Effective Date shall be no shorter than the then longest remaining weighted average life Weighted Average Life to maturity Maturity of the then-existing Tranche A-1 Term Loans, calculated as of the date of making such Incremental Term Loan; provided further, in the event no Tranche A-1 Term Loans remain outstanding hereunder, the Weighted Average Life to Maturity of any Incremental Term Loan incurred shall be no shorter than the then longest remaining Weighted Average Life to Maturity of the then-existing Term Loans, calculated as of the date of making such Incremental Term Loan; (iii) the maturity date of each Incremental Term Loan shall be as set forth in the Increase Joinder; provided that the maturity date of any Incremental Term Loan incurred after the Amendment No. 3 Effective Date shall be no shorter than the Latest Term Loan Maturity Date of Tranche A-1 Term Loans, as of the date of such Increase Joinder and calculated as of the date of making such Incremental Term Loan; provided further, in the event no Tranche A-1 Term Loans remain outstanding hereunder, the maturity date of any Incremental Term Loan shall be no shorter than the Latest Term Loan Maturity Date, as of the date of such Increase Joinder and calculated as of the date of making such Incremental Term Loan; (iv) the maturity date of fees and amortization schedule applicable to Incremental Term Loans (shall be determined by the Borrower and the Lenders of the Incremental Term Loan Maturity Date”) shall not be earlier than Loans and set forth in the then Latest Maturity Daterelated Increase Joinder; (v) terms as to prepayments and amortization and pricing for any Incremental Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the Increase Joinder; (vi) such Incremental Facilities shall be secured on a pari passu basis with respect to the Loans outstanding as of (or made on) the Increase Effective Date; (vii) all other terms of the Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders and set forth in the applicable Increase Joinder; provided that to the extent such terms and documentation are not the same as the Tranche A-1 Facility (other than, in each case, pricing, amortization, maturity, or participation in voluntary or mandatory prepayments), they shall be reasonably acceptable to the Administrative Agent (except for covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time the applicable Increase Joinder is entered into); (viii) it shall be a condition to such Incremental Commitments on the Increase Effective Date and on the date of Borrowing that no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments or Borrowing, as applicable; provided that, in the event that the proceeds of Borrowings under such Incremental Commitments will be used to finance a Limited Condition Transaction and to the extent the Lenders providing such Incremental Commitments agree, this clause (viii) may be limited to the absence of a Payment Default and the relevant absence of a Bankruptcy Default except in the case of conditions to Borrowing a Revolving Credit Loan; (ix) it shall be a condition to such Incremental Commitments that the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects on the Increase Effective Date and on the date of such Borrowing (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 (provided that, in the event that the proceeds of Borrowings under such Incremental Commitments will be used to finance a Limited Condition Transaction and to the extent the Lenders providing such Incremental Commitments agree, this clause (it being understood that terms ix) may be limited to Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.03, 5.04, 5.14, 5.17 (determined as of the Increase Effective Date and giving effect to the Incremental Commitments and use of proceeds thereof), and 5.18 and those representations included in the acquisition agreement related to such Limited Condition Transaction that are no less favorable material to the Borrowers than those interests of any existing Incremental Term Facility shall be acceptable the Lenders and only to the Administrative Agentextent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations or the failure of those representations to be accurate, except, in the case, of conditions to Borrowing a Revolving Credit Loan); (x) no Incremental Facility requested by the Borrower may have any mandatory prepayment provisions payable solely to the lenders thereunder, including, without limitation, a mandatory prepayment related to excess cash flow; and (vixi) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive Loan Lenders as set forth in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any or other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Additional Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this AgreementExtension Amendment.

Appears in 2 contracts

Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Margins for the Incremental Term Loans shall be reasonably acceptable determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the Term Loans by more than 25 basis points, then the Applicable Margins for the Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Margins for the Incremental Term Loans are equal to the Applicable Margins for the Term Loans plus 25 basis points; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Borrowers than those Lenders of any existing the Term Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Administrative Agent)Sole Lead Arranger (or its affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (vi) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iv) or (v) above) they shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented be reasonably satisfactory to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateAgent. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.18. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to such Incremental Loan Commitments shall be subject to Section 2.20(d) and as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) the terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Loans”) shall be, except as otherwise set forth herein or in (including Section 2.20(d)), on terms and pursuant to documentation to be determined by the Increase JoinderBorrower and the lenders providing such Incremental Loans; provided that, identical such terms (but excluding any terms applicable only after the applicable Maturity Date applicable to Loans made on the Term Loans Closing Date) and documentation (other than as set forth herein (including Section 2.20(d))) shall be consistent with the Loans; provided further that, it being is understood that Incremental Term Loans may no consent shall be a part of required from the Term Loans) and to the extent Administrative Agent or any Lender for terms or conditions that are more restrictive than the terms and provisions of the Loans existing on the Increase Effective Date of any Incremental Term Facility if such terms or conditions are incorporated into existing Loans are not identical for the benefit of all existing Lenders, which may be done without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the applicable interest rate margin or amount of amortization relating to the Term existing Loans to bring such applicable interest rate margin or amount of amortization in line with such Incremental Facility to achieve fungibility with such existing Loans; provided further that (except x) this Section 2.20(c)(i) shall supersede any provisions in Section 10.02 to the extent permitted by clause contrary and (iiiy) except as expressly stated in this Section 2.20 (which are in all respects subject to the Limited Condition Acquisition provisions), (iv) or (v) below) they shall be reasonably satisfactory the documentation will not include any financial test with respect to the Administrative Agent; provided that in incurrence of any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) belowFacilities; (ii) the terms and provisions maturity date of Revolving Credit any Incremental Loans shall be no earlier than the Latest Maturity Date applicable to the Loans made pursuant to new Commitments on the Closing Date and such Incremental Loans shall be identical have no scheduled amortization or scheduled payments of principal prior to the Revolving Credit Loans;Latest Maturity Date of the Loans made on the Closing Date; and (iii) each Incremental Facility shall rank pari passu in right of payment with the weighted average life Loans, shall participate on a pro rata basis or less than pro rata basis in any voluntary prepayment of Loans hereunder, and shall share ratably (or on a lesser basis) with respect to maturity any mandatory prepayments of Loans hereunder (other than mandatory prepayments resulting from a refinancing of any Incremental Term Loans shall facility which may be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable applied exclusively to the Administrative Agent and the relevant Lenders (it facility being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agentrefinanced); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Par Technology Corp), Credit Agreement (2U, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) the terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (viv) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (viv) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans;; and (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowerseach applicable Borrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Toro Co), Credit Agreement (Toro Co)

Terms of New Loans and Commitments. The terms and provisions of Loans loans made pursuant to an Incremental Commitments Facility shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of any loan made under an Incremental Term Loans Loan Facility (any such loan, an “Incremental Term Loan”) shall be, except as otherwise set forth herein or in the Increase JoinderJoinder applicable to such Incremental Term Loan Facility, identical to the terms and provisions applicable to the Term Loans; (ii) the terms and provisions of Revolving Loans made in connection with any Incremental Revolving Increase shall be identical to the terms and provisions applicable to Revolving Loans; (it being understood that iii) the weighted average life to maturity of any Incremental Term Loans may shall be a part no shorter than the then-remaining weighted average life to maturity of the existing Term Loans; (iv) the maturity date of Incremental Term Loans under any Incremental Term Loan Facility (such maturity date for such Incremental Term Loan Facility, the “Incremental Term Loan Maturity Date”) shall not be earlier than the Term Loan Maturity Date, any then-existing Incremental Term Loan Maturity Date, or any then-existing Replacement Term Loan Maturity Date; (v) the Applicable Margins for any Incremental Term Loans shall be determined by Borrower and the lenders providing such Incremental Term Loans; provided, that, in the event that the Applicable Margins for any Incremental Term Loans made prior to the date that is six (6) months after the Closing Date are greater by more than 50 basis points than the Applicable Margins for the Term Loans, any other then-existing Incremental Term Loans, or any then-existing Replacement Term Loans, then the Applicable Margins for the Term Loans, any other then-existing Incremental Term Loans, and any then-existing Replacement Term Loans shall be increased to the extent necessary so that the Applicable Margins for the Incremental Term Loans are only 50 basis points greater than the Applicable Margins for the Term Loans, any other then-existing Incremental Term Loans, or any then-existing Replacement Term Loans, as applicable; provided, further, that, in determining the Applicable Margins applicable to the Term Loans, the Incremental Term Loans, and the Replacement Term Loans, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of such Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (B) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of such Loans shall be excluded; (vi) to the extent that the terms and provisions of any Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) ), or (v) belowabove) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below;and (iivii) the terms and provisions of any Incremental Revolving Credit Loans made pursuant to new Commitments Increase shall be identical on terms (other than upfront fees payable to the Revolving Credit Loans; (iii) the weighted average life to maturity lenders providing all or any portion of any Incremental Term Loans shall be no shorter than the remaining weighted average life Revolving Increase or arrangement fees payable to maturity of the then existing Term Loans; arrangers (ivor their affiliates) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”in connection therewith) shall not be earlier than the then Latest Maturity Date; (v) terms as and pursuant to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable documentation applicable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Aggregate Revolving Commitments. Any Incremental Term Facility shall be acceptable effected pursuant to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the an “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making lender providing any portion of such Incremental CommitmentFacility, in form and substance reasonably such Increase Joinder to be satisfactory to each of themsuch Person. Notwithstanding the provisions of Section 10.01, the An Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in 2.22 (including any such changes to this Agreement or the other Loan Documents as may be necessary to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and extent any Incremental Term Loans that are subordinated in right of payment to the Term LoansLoans or any other then-existing Incremental Term Loans or the Liens securing any Incremental Term Loans are subordinated to the Secured Obligations, respectivelyin each case, made pursuant to this Agreementas contemplated by Section 2.22(f)).

Appears in 2 contracts

Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall bebe as agreed upon among the Borrower, except as otherwise set forth herein or in the Increase Joinder, identical to Lead Lenders and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Initial Term Loans or any other Class of Term Loans); provided that any such maturity date will comply with the EETC Prepayment Condition. (ii) the Weighted Average Life to Maturity of any Term Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Class of existing Term Loans having the shortest Weighted Average Life to Maturity at such time, and shall be no less than the Weighted Average Life to Maturity of the principal with respect to the EETC Obligations, and the EETC Prepayment Condition shall be satisfied. (iii) the interest rate margins for the new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that the all-in yield for such new Incremental Term Loans that shall not be greater than the all-in yield with respect to any existing Term Loans plus 50 basis points unless the interest rate margins with respect to the applicable existing Term Loans are increased by an amount equal to (x) the excess of the all-in yield with respect to such Incremental Term Loans over the corresponding all-in yield on the respective applicable existing Term Loans minus (y) 50 basis points; provided that in determining the excess of the all-in yield between the Incremental Term Loans and the applicable existing Term Loans for purposes of the foregoing clause (x), (1) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders for the existing Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (2) any amendments to the interest rate margin on any existing Term Loans that became effective subsequent to the Closing Date but prior to the effective time of the Incremental Term Loans shall also be included in such calculations, (3) customary arrangement, structuring, underwriting and commitment fees payable to the any arrangers (or any of their respective Affiliates) shall be excluded and (4) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the existing Term Loans (if any), such excess amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the existing Term Loans shall be required under this Section 2.22(c)(iii) to the extent an increase in the interest rate floor in the existing Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by such increased amount; (iv) the Incremental Term Loans shall be (x) secured solely by the Collateral and on a pari passu basis with the Initial Term Loans and (y) incurred and Guaranteed solely by Loan Parties; and (v) to the extent that the terms and provisions of Incremental Term Loans are not identical to the an outstanding Class of Term Loans (except to the extent permitted by clause clauses (iiii), (ivii) and (iii) above), such terms and conditions will either be (1) substantially identical to, or, taken as a whole, less favorable to the Lenders providing such Incremental Term Loans than the Term Loans in existence immediately prior to the incurrence of such Incremental Term Loans, provided that, the terms and conditions applicable to such Incremental Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect immediately prior to the incurrence of such Incremental Term Loans or (v2) below) they shall be otherwise reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase Joinder may, without the consent of any other LendersLenders not making such increased or new Commitment, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14‎Section 2.22. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, Loans made pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Class B Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the Class B Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Term Loan Commitments made on the Closing Date; (iv) the interest rate margins for the Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the initial Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the LIBO Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any LIBO Rate floor applicable to such Class of Incremental Term Loans exceeding the LIBO Rate floor applicable to the Original Term Loans, the LIBO Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the LIBO Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Airlines Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iiiii) the weighted average life scheduled principal amortization payments under each Incremental Term Loan shall be as set forth in the related Increase Joinder; provided that the Weighted Average Life to maturity Maturity of any Incremental Term Loans Loan incurred after the Restatement Date shall be no shorter than the then longest remaining weighted average life Weighted Average Life to maturity Maturity of the then-existing Tranche A-2 Term Loans, calculated as of the date of making such Incremental Term Loan; provided further, in the event no Tranche A-2 Term Loans remain outstanding hereunder, the Weighted Average Life to Maturity of any Incremental Term Loan incurred shall be no shorter than the then longest remaining Weighted Average Life to Maturity of the then-existing Term Loans, calculated as of the date of making such Incremental Term Loan; (iii) the maturity date of each Incremental Term Loan shall be as set forth in the Increase Joinder; provided that the maturity date of any Incremental Term Loan incurred after the Restatement Date shall be no shorter than the Latest Term Loan Maturity Date of Tranche A-2 Term Loans, as of the date of such Increase Joinder and calculated as of the date of making such Incremental Term Loan; provided further, in the event no Tranche A-2 Term Loans remain outstanding hereunder, the maturity date of any Incremental Term Loan shall be no shorter than the Latest Term Loan Maturity Date, as of the date of such Increase Joinder and calculated as of the date of making such Incremental Term Loan; (iv) the maturity date of fees and amortization schedule applicable to Incremental Term Loans (shall be determined by the Borrower and the Lenders of the Incremental Term Loan Maturity Date”) shall not be earlier than Loans and set forth in the then Latest Maturity Daterelated Increase Joinder; (v) terms as to prepayments and amortization and pricing for any Incremental Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the Increase Joinder; (vi) such Incremental Facilities shall be secured on a pari passu basis with respect to the Loans outstanding as of (or made on) the Increase Effective Date; (vii) all other terms of the Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders and set forth in the applicable Increase Joinder; provided that to the extent such terms and documentation are not the same as the Tranche A-2 Facility (other than, in each case, pricing, amortization, maturity, or participation in voluntary or mandatory prepayments), they shall be reasonably acceptable to the Administrative Agent (except for covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time the applicable Increase Joinder is entered into); (viii) it shall be a condition to such Incremental Commitments on the Increase Effective Date and on the date of Borrowing that no Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments or Borrowing, as applicable; provided that, in the event that the proceeds of Borrowings under such Incremental Commitments will be used to finance a Limited Condition Transaction and to the extent the Lenders providing such Incremental Commitments agree, this clause (viii) may be limited to the absence of a Payment Default and the relevant absence of a Bankruptcy Default except in the case of conditions to Borrowing a Revolving Credit Loan; (ix) it shall be a condition to such Incremental Commitments that the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects on the Increase Effective Date and on the date of such Borrowing (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 (provided that, in the event that the proceeds of Borrowings under such Incremental Commitments will be used to finance a Limited Condition Transaction and to the extent the Lenders providing such Incremental Commitments agree, this clause (it being understood that terms ix) may be limited to Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.03, 5.04, 5.14, 5.17 (determined as of the Increase Effective Date and giving effect to the Incremental Commitments and use of proceeds thereof), and 5.18 and those representations included in the acquisition agreement related to such Limited Condition Transaction that are no less favorable material to the Borrowers than those interests of any existing Incremental Term Facility shall be acceptable the Lenders and only to the Administrative Agentextent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations or the failure of those representations to be accurate except in the case of conditions to Borrowing a Revolving Credit Loan); (x) no Incremental Facility requested by the Borrower may have any mandatory prepayment provisions payable solely to the lenders thereunder, including, without limitation, a mandatory prepayment related to Excess Cash Flow; and (vixi) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive Loan Lenders as set forth in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any or other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Additional Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this AgreementExtension Amendment.

Appears in 1 contract

Samples: Credit Agreement (TreeHouse Foods, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Tranche B Loan Commitments (“Incremental Term Loans Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Tranche B Loans (it being understood that Incremental Term Loans may be a part of the Term Tranche B Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Tranche B Loans; (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date;; and (viv) terms as to prepayments and amortization and pricing the Applicable Margins for the Incremental Term Loans shall be reasonably acceptable determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the Tranche B Loans by more than 25 basis points, then the Applicable Margins for the Tranche B Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Margins for the Incremental Term Loans are equal to the Applicable Margins for the Tranche B Loans plus 25 basis points; provided, further, that in determining the Applicable Margins applicable to the Tranche B Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Borrowers than those Lenders of any existing the Tranche B Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Administrative Agent); and Arrangers (vior their respective affiliates) in connection with the Tranche B Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datebe excluded. The Incremental new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Tranche B Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, Tranche B Loans made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cambium-Voyager Holdings, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) except as contemplated by clause (v) below, the terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Tranche B Loans (it being understood that Incremental Term Loans may be a part of the an existing tranche of Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental all new Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Margins for Incremental the new Term Loans shall be reasonably acceptable to the Administrative Agent determined by Borrower and the relevant Lenders (it being understood applicable new Lenders; provided, however, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to Applicable Margins for the Administrative Agent); and (vi) the Incremental new Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect be greater than the covenants in highest Applicable Margins that may, under any circumstances, be payable with respect to Tranche B Loans plus 50 basis points (and the Loan Documents at Applicable Margins applicable to the time of Tranche B Loans shall be increased to the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of extent necessary to achieve the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Dateforegoing). The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Tranche B Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Tranche B Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ventiv Health Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans made pursuant to new Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental such Term Loans may be a part of the an existing tranche of Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans, except as otherwise set forth herein or in the Increase Joinder; (iii) the weighted average life to maturity of any Incremental all new Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental the new Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term the maturity date of the new Revolving Loans shall not be reasonably acceptable to earlier than the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); andRevolving Maturity Date; (vi) the Incremental Applicable Margins and amortization schedule for the new Term Loans and the Revolving Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than be determined by Borrowers and the covenants in applicable new Lenders; and (vii) the Loan Documents at proceeds of Loans made pursuant to the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datenew Commitments shall be used for general corporate purposes including, without limitation, Permitted Acquisitions and Permitted Investments. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender Agents and each Proposed New Lender lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative AgentAgents, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement2.18.

Appears in 1 contract

Samples: Credit Agreement (Petroleum Geo Services Asa)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall bebe determined by the Borrower and the Lenders of the Incremental Term Loans, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the such terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall must be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any such Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans, if any; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;; and (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (TUTOR PERINI Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments this Section 2.15 shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of incremental Term Loans made pursuant to the Incremental Term Loans Commitment (the “Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinderapplicable joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be (i) reasonably satisfactory to the Administrative AgentAgent or (ii) to the extent any new financial or other covenant is added, or modified to be more restrictive, for the benefit of Incremental Term Loans, such covenant or more restrictive provision shall be permitted and automatically added to this Agreement for the benefit of any existing Term Loans and the Revolving Facility; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments under this Section shall be identical to the applicable Revolving Loans (whether Global Revolving Credit Loans or U.S. Revolving Credit Loans); (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity DateDate for Term Loans; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Company and the Lenders of the Incremental Term Loans; provided that, in the event that (A) such Incremental Term Loans are incurred prior to the Administrative Agent first anniversary of the Closing Date and (B) the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than fifty (50) basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the Term Loans plus fifty (50) basis points, and the relevant Lenders Applicable Rate for Revolving Loans (it being understood that terms that are no less favorable at each point in the table set forth in the definition of “Applicable Rate,” to the Borrowers than those extent applicable) shall be increased by the same number of any existing basis points as the Applicable Rate for the Term Loan is increased; provided further that, in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Facility Loans, (x) original issue discount (“OID”) or upfront fees (which shall be acceptable deemed to constitute like amounts of OID) payable by the applicable Borrowers to the Administrative AgentLenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); and , (viy) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded; and (z) if the Eurodollar Rate or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants in Eurodollar Rate or Base Rate “floor,” respectively, for the Loan Documents at existing Term Loans, the time of difference between such floor for the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement Loans and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or existing Term Loans shall be deemed, unless equated to an increase in the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to Applicable Rate for purposes of this Agreementclause (v).

Appears in 1 contract

Samples: Credit Agreement (Hain Celestial Group Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) any terms (including with respect to interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and provisions of premiums) of, and documentation entered into in respect of, any Incremental Term Loans Commitments shall bebe on terms, except and pursuant to documentation, agreed between the Borrower and the lenders providing such Incremental Commitments, other than as otherwise set forth herein or in the Increase Joindercontemplated by clauses (ii), identical to the Term Loans (it being understood iii), (iv), and (v) below; provided that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions documentation in respect of any Incremental Term Loans Commitments are not identical to consistent with the Term Loans (except to the extent permitted by clause (ii), (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided Agent (except for such terms which are applicable only to periods after the Latest Maturity Date and it being understood that in to the extent any event financial maintenance covenant is added or made more restrictive with respect to the Incremental Term Loans must comply with clauses (iiiCommitments, such financial maintenance covenant shall automatically and without any action of any party hereto be added or made more restrictive for the benefit of the Term Facility and the Revolving Credit Facility and no consent shall be required from the Administrative Agent or any Lender therefor), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant Weighted Average Life to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity Maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the then existing Term Loans; (iviii) the maturity date of the Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (iv) the Incremental Commitments shall (x) have the same guarantees as the existing Commitments and Loans, (y) be secured only by the Collateral and (z) rank pari passu in right of payment and of security with the Loans; (v) terms as to prepayments and amortization and pricing for the Incremental Term Loans Commitments may share no more than ratably in any mandatory prepayment required with respect to the Term Facility; (vi) (x) the terms and provisions of any Incremental Revolving Commitments shall be reasonably acceptable identical to, and pursuant to the Administrative Agent and same documentation as, the relevant Lenders Revolving Credit Loans (it being understood that terms that are no less favorable the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Credit Facility may be increased for all the Revolving Credit Lenders, but additional upfront or similar fees may be payable to the Borrowers than those Lenders participating in the Incremental Revolving Commitments without any requirement to pay such amounts to any existing Revolving Credit Lenders), (y) the maturity date of any existing Incremental Term Facility Revolving Commitments shall be acceptable to the Administrative Agent); and same as the maturity date for the Revolving Credit Facility and (viz) the Incremental Term Loans Revolving Commitments shall not contain additional require no scheduled amortization or different covenants or financial covenants which are more restrictive in any material respect than mandatory commitment reduction prior to the covenants in Maturity Date for the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateRevolving Credit Facility. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14, including any such amendments necessary or appropriate to ensure that Incremental Term Loans are “fungible” with any existing class of Term Loans. In addition, unless otherwise specifically provided hereinherein or in the Increase Joinder, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Nu Skin Enterprises, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the an existing tranche of Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental all new Term Loans shall be no shorter than the remaining weighted average life to maturity of the then Revolving Credit Loans and the existing Term Loans; (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date;; and (viv) terms as to prepayments and amortization and pricing the Applicable Margins for Incremental the new Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood applicable new Lenders; provided, however, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to Applicable Margins for the Administrative Agent); and (vi) the Incremental new Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect be greater than the covenants in highest Applicable Margins that may, under any circumstances, be payable with respect to Term Loans plus 50 basis points (and the Loan Documents at Applicable Margins applicable to the time of Term Loans shall be increased to the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of extent necessary to achieve the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Dateforegoing). The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.12. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (NPC International Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Loan Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be a part of an existing Class of Term Loans); provided that (i) the final maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term LoansB-1 Loans then in effect and (y) and to the extent that the terms and provisions of all Incremental Term Loans are shall not identical be earlier than the latest Maturity Date with respect to the Initial Term Loans (except to the extent permitted by clause (iii)then in effect, (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms Weighted Average Life to Maturity of all (x) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iiiy) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the then all existing Initial Term Loans; , (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional participate on a greater than pro rata basis with the Term Loans in any mandatory prepayments hereunder (other than scheduled amortization payments), (iv) the All-in Yield for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or different covenants if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or financial covenants which are the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) above) shall not be more restrictive (taken as a whole) than those applicable to theany Revolving Facility, Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant theeach Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in any material respect than the covenants in the Loan Documents effect at the time of the incurrence or issuance of such Incremental Term Loan unless either Loans or (Ac) such covenants benefit all of the Lenders or are as otherwise consented to agreed by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datein its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the 2024 Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the 2024 Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding For purposes of this Agreement and the provisions other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of Section 10.01, the such Incremental Term Loan. The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.21. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectivelyand Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Frontier Communications Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the ​ ​ Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Incremental Revolving Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.19 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Advanced Energy Industries Inc)

Terms of New Loans and Commitments. The terms and provisions of Revolving Credit Advances and/or Incremental Term Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the any existing Incremental Term Loans (it being understood that any new Incremental Term Loans may be a part of the any existing Incremental Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the any existing Incremental Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans Advances made pursuant to new Commitments shall be identical to the existing Revolving Credit LoansAdvances; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the any then existing Incremental Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Termination Date;; and (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.018.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.18. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans Advances or Incremental Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans Advances made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.18 shall supersede any provisions in Section 2.15 or Section 8.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Scholastic Corp)

Terms of New Loans and Commitments. The terms and provisions and documentation in respect of Loans made pursuant to the new Commitments shall be reasonably satisfactory to the Administrative Agent and shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments ("INCREMENTAL TERM LOANS") shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans Joinder (it being understood that Incremental Term Loans may be a part of the Term Tranche A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans and additional Tranche A Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans or Tranche A Loans, as the case may be; (iii) the weighted average life to maturity of any principal amount payable on an Incremental Term Loans Loan that is not a Tranche A Loan prior to the Tranche A Maturity Date shall be no shorter than payable on a Term Loan Repayment Date and shall not exceed on any such Term Loan Repayment Date, on a percentage of Loan basis (without giving effect to any prepayments), the remaining weighted average life to maturity principal amount of the then existing Tranche A Loan payable on such Term LoansLoan Repayment Date; (iv) the maturity date of Incremental Term Loans that are not Tranche A Loans (the “Incremental Term Loan Maturity Date”"INCREMENTAL TERM LOAN MATURITY DATE") shall not be earlier than the then Latest Final Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Margins for Incremental Term Loans that are not Tranche A Loans shall be reasonably acceptable to the Administrative Agent determined by Borrower and the relevant Lenders applicable new Lenders; provided, however, that the Applicable Margins (it being understood calculated for the purpose of this clause to give effect to any original issue discount or LIBOR Rate floor) for the new Term Loans shall not be greater than the highest Applicable Margins that terms that are no less favorable may, under any circumstances, be payable with respect to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent)Tranche A Loans plus 50 basis points; and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive any mandatory prepayment provisions and related rights in respect of any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of that is not a Tranche A Loan shall be no more than pro rata with those applicable to the Lenders Tranche A Loans; The increased or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental new Commitments shall be effected by a joinder agreement (the “Increase Joinder”"INCREASE JOINDER") executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically 2.19; provided herein, all references in the Loan Documents to Revolving Credit Loans that such amendment or Term Loans amendments shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreementin compliance with Section 10.02.

Appears in 1 contract

Samples: Credit Agreement (HealthSpring, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Class B Term Loans or any other Class of Term Loans); (ii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Class of existing Term Loans having the shortest Weighted Average Life to Maturity at such time; (iii) the interest rate margins for the new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, solely in the case of Incremental Term Loans disbursed on or prior to the second anniversary of the Closing Date, the interest rate margins for such new Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any existing Term Loans plus 75 basis points unless the interest rate margins with respect to the applicable existing Term Loans are increased by an amount equal to (x) the excess of the interest rate margins with respect to such Incremental Term Loans over the corresponding interest rate margins on the respective applicable existing Term Loans minus (y) 75 basis points; provided, that in determining the excess of the interest rate margins between the Incremental Term Loans and the applicable existing Term Loans for purposes of the foregoing clause (x), (1) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders for the existing Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (2) any amendments to the interest rate margin on any existing Term Loans that became effective subsequent to the Closing Date but prior to the effective time of the Incremental Term Loans shall also be included in such calculations, (3) customary arrangement, structuring, underwriting and commitment fees payable to the Administrative Agent or any arrangers (or any of their respective Affiliates) shall be excluded and (4) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the existing Term Loans, such excess amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the existing Term Loans shall be required under this Section 2.17(c)(iii), to the extent an increase in the interest rate floor in the existing Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by such increased amount; (iv) [intentionally omitted]; and (v) to the extent that the terms and provisions of Incremental Term Loans are not identical to the an outstanding Class of Term Loans (except to the extent permitted by clause clauses (iiii), (ivii) or and (viii) below) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, Loans made pursuant to this Agreement.

Appears in 1 contract

Samples: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Incremental Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Additional Term Loans shall be, except as otherwise set forth herein or in the Increase Incremental Joinder, substantially identical to the Term existing Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Additional Term Loans are not identical to the Term existing Loans (except to the extent permitted by clause clauses (iii), (iv) or (viv) below) they shall be reasonably satisfactory to the Administrative Agent; Agent; provided that in any event the Incremental Additional Term Loans must comply with clauses (iii), (ivii) and (viii) below;below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental the Additional Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Loan Maturity Date;Date; (viii) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental the Additional Term Loans shall be determined by the Borrower and the applicable Incremental Lenders; provided that in the event that the Applicable Rate for any Additional Term Loans is greater than the Applicable Rate for Term SOFR Loans by more than 0.25%, then the Applicable Rate for Term SOFR Loans and the Letter of Credit Fees (at each point in the table set forth in the definition of “Applicable Rate,” to the extent applicable) shall be increased to the extent necessary so that the Applicable Rate for the Additional Term Loans, as applicable, is no greater than 0.25% higher than the Applicable Rate for Term SOFR Loans at the then applicable pricing level in the table set forth in the definition of “Applicable Rate”; provided, further, that in determining the Applicable Rate applicable to the Additional Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Additional Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Additional Term Loans shall be excluded; and (z) if the Additional Term Loans include a Term SOFR or Base Rate “floor”, such Term SOFR or Base Rate “floor,” respectively, shall be applicable to all Loans (or the difference between such floor for the Additional Term Loans and any existing Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (iii)); (iv) any IPO Incremental Revolving Loans and Additional Incremental Revolving Loans shall be on terms applicable to the existing Loans and any Additional Term Loans shall be on terms and pursuant to documentation reasonably acceptable to the Administrative Agent that is no more restrictive to the Borrower than those applicable to the existing Loans or any other Incremental Revolving Commitments or Incremental Term Loan Commitments, unless such other terms (1) apply only after the Final Loan Maturity Date of the existing Loans and each other Incremental Revolving Commitment or Incremental Term Loan Commitment at the relevant Lenders time of incurrence of such Incremental Revolving Commitments or Incremental Term Loan Commitments, (2) shall also apply to the existing Loans or (3) in the case of Incremental Term Loan Commitments, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization to be determined, subject to clauses (ii) and (iii) above and clause (f)); (v) the Borrower agrees to pay or cause to be paid to the Administrative Agent for the account of each IPO Incremental Lender a per annum commitment fee on the daily average amount of such IPO Incremental Lender’s IPO Incremental Commitment, for the period from and including the date of this Agreement to the earlier of (x) last day of the IPO Incremental Availability Period and (y) the IPO Incremental Closing Date, equal to 0.50% multiplied by the daily average amount of such Lender’s IPO Incremental Commitment for such period (it being understood that terms that are no less favorable to following the Borrowers than those IPO Incremental Closing Date, such commitment fees on any unused amount of any existing the IPO Incremental Term Facility shall Commitments will be acceptable to the Administrative Agentpaid in accordance with Section 2.03); and (vi) the Incremental Term Loans provided that, for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not contain additional or different covenants or financial covenants which are more restrictive in be entitled to receive any material respect than such commitment fees (and the covenants in the Loan Documents at the time of the incurrence of Borrower shall not be required to pay any such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are commitment fees that otherwise consented would have been required to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datehave been paid to that Defaulting Lender). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Incremental Joinder”) executed by the BorrowersIncremental Borrower (with respect to the IPO Incremental Commitments), the Administrative Agent, each Lender Agent and each Proposed New Incremental Lender (other than, in the case of the IPO Incremental Commitments, any Lender who was a Lender prior to the IPO Incremental Closing Date) making such Incremental Commitment, and, with respect to any Additional Incremental Commitments, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase Incremental 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant Commitments. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 11.01 to this Agreementthe contrary.

Appears in 1 contract

Samples: Revolving Credit Agreement (DESRI Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments this Section 2.18 shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments under this Section shall be identical to the initial Revolving Credit Loans; (ii) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class, except as otherwise set forth herein, shall be as agreed between the Borrowers and the applicable Lenders providing such Incremental Commitments (“Incremental Lenders”); provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the repayment in full of the Term Loans, unless accompanied by at least a ratable payment of the Term Loans. In any event, Incremental Term Loans: (A) shall (I) be unsecured or secured by assets other than the Collateral, (II) rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Loans and shall have the same Guarantors or (III) shall be secured by the Collateral on a pari passu or junior lien basis with the Term Loans and Revolving Loans, (B) as of the Increase Effective Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Term Loans, (C) shall have amortization determined by the Borrowers and the applicable Incremental Lenders but shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) subject to clause (b)(iii) below, shall have an Effective Yield determined by the Borrower and the applicable Incremental Lenders, (E) subject to clause (b)(iii) below, shall have fees determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and (F) may participate on (x) a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of the Term Loans hereunder or (y) a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis in any mandatory prepayments of the Term Loans hereunder). (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that, in the event the Applicable Rate for any Incremental Term Loans that constitute MFN Qualified Term Loans are incurred prior to the Administrative Agent first anniversary of the Closing Date is greater than the Applicable Rate for the outstanding Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than fifty (50) basis points, then the Applicable Rate for the then outstanding Term Loans shall be increased to the extent necessary so that the Applicable Rate for the MFN Qualified Term Loans is equal to the Applicable Rate for the Term Loans plus fifty (50) basis points; provided further that, in determining the Applicable Rate applicable to the Term Loans and the relevant Lenders MFN Qualified Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Borrowers than those Lenders of any existing Incremental the Term Facility Loans or the MFN Qualified Term Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Administrative Agent)Arranger (or its respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the MFN Qualified Term Loans shall be excluded; and and (viz) if Term SOFR or Base Rate “floor” for the MFN Qualified Term Loans is greater than Term SOFR or Base Rate “floor,” respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or existing Term Loans shall be deemed, unless equated to an increase in the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to Applicable Rate for purposes of this Agreementclause (iii).

Appears in 1 contract

Samples: Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Incremental Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as the Applicable Rate and, subject to prepayments clauses (iii) and (iv) above, amortization and pricing for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Incremental Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, Commitments in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Incremental 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14, including but not limited to any changes to the definition of “Required Lenders” or “Required Term Loan Lenders” or any other term or provision necessary to indicate the existence of a separate tranche of Term Loans. Within a reasonable time after the effective date of any increase or joinder, the Administrative Agent shall distribute such Incremental Joinder to each of the Lenders. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Credit Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Mantech International Corp)

Terms of New Loans and Commitments. The terms and provisions of the Loans made pursuant to Incremental Term Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (ia) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) except as to maturity, interest rates, fees and amortization (which shall be subject to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with following clauses (iiib) through (d), (iv) and (v) below); (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iiib) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivc) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the latest Maturity Date then Latest Maturity Date;in effect; and (vd) terms as to prepayments and amortization and pricing the Applicable Margin for Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margin for any Incremental Term Loan is greater than the Applicable Margin for the Loans by more than 50 basis points, then the Applicable Margin for the Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Margin for the Incremental Term Loans is 50 basis points higher than the Applicable Margin for the Loans; provided further that in determining the Applicable Margin applicable to the Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Borrowers than those Lenders of any existing the Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Administrative Agent); and Arranger (vior its affiliates) in connection with the Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded; and (z) if the LIBOR or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants in LIBOR or Base Rate “floor,” respectively, for the Loan Documents at existing Loans, the time of difference between such floor for the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement Loans and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term existing Loans shall be deemed, unless equated to an increase in the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to Applicable Margin for purposes of this Agreementclause (d).

Appears in 1 contract

Samples: Term Loan and Security Agreement (Key Energy Services Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans); (ii) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Final Maturity Date; (v) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the Term Loans by more than 50 basis points, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the Incremental Term Loans are no greater than 50 basis points above the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Lead Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded and (z) any floor for the Adjusted LIBOR Rate or Alternate Base Rate applicable to the Incremental Term Loans that is higher than the respective floor for the Adjusted LIBOR Rate or Alternate Base Rate applicable to the Term Loans shall be equated to an increase in the interest rate margin in the amount of the increase in such floor; and (vi) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) belowabove) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.20. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ducommun Inc /De/)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Class B Term Loans or any other Class of Term Loans); (ii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans; (iii) the interest rate margins for the new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that the interest rate margins for such new Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any existing Term Loans plus 50 basis points unless the interest rate margins with respect to the applicable existing Term Loans are increased by an amount equal to (x) the excess of the interest rate margins with respect to such Incremental Term Loans over the corresponding interest rate margins on the respective applicable existing Term Loans minus (y) 50 basis points; provided, that in determining the excess of the interest rate margins between the Incremental Term Loans and the applicable existing Term Loans for purposes of the foregoing clause (x), (1) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders for the existing Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (2) any amendments to the interest rate margin on any existing Term Loans that became effective subsequent to the Closing Date but prior to the effective time of the Incremental Term Loans shall also be included in such calculations, (3) customary arrangement, structuring, underwriting and commitment fees payable to the Administrative Agent or any arrangers (or any of their respective Affiliates) shall be excluded and (4) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the existing Term Loans, such excess amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the existing Term Loans shall be required under this Section 2.17(c)(iii), to the extent an increase in the interest rate floor in the existing Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by such increased amount; (iv) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans; and (v) to the extent that the terms and provisions of Incremental Term Loans are not identical to the an outstanding Class of Term Loans (except to the extent permitted by clause clauses (iiii), (ivii) or and (viii) below) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (United Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or herein, in the Increase JoinderJoinder or other related Additional Credit Extension Amendment, identical to the Term A Loans (it being understood that Incremental Term Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term A Loans (except to the extent permitted by clause (iii2.15(g)(iii)(iii), (iv), (v) or (vvi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iiiclause 2.15(g)(iii)(iii), (iv) and ), (v) or (vi) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the scheduled principal amortization payments under each Incremental Term Loan shall be as set forth in the related Increase Joinder or other related Additional Credit Extension Amendment; provided that the weighted average life to maturity of any each Incremental Term Loans Loan shall not be no shorter less than the remaining weighted average life to maturity of the then existing Term A Loans; (iv) the maturity date of Incremental Term Loans (the “each Incremental Term Loan Maturity Date”) shall be as set forth in the Increase Joinder or other Additional Credit Extension Amendment; provided that such date shall not be earlier than the then Latest Maturity DateDate for the Term A Loans; (v) terms as to prepayments the Applicable Rate, fees and amortization and pricing for schedule applicable to Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans and set forth in the related Increase Joinder or other related Additional Credit Extension Amendment; provided, that the Yield applicable to any Incremental Term Commitment will not be more than 0.50% higher than the corresponding Yield for the existing Term A Loan unless the interest rate margin with respect to the Administrative Agent existing Term A Loan is increased by an amount equal to the difference between the Yield with respect to the Incremental Term Commitment and the relevant Lenders (it being understood that terms that are no less favorable to corresponding Yield on the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); andLoan minus 0.50%; (vi) any Incremental Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the Increase Joinder or other Additional Credit Extension Amendment; and AmericasActive:16021031.13 (vii) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive Loan Lenders as set forth in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any or other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Additional Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this AgreementExtension Amendment.

Appears in 1 contract

Samples: Credit Agreement (Ichor Holdings, Ltd.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of (A) Incremental Revolving Commitments and Incremental Revolving Loans shall be, except as otherwise set forth herein, (i) in the case of Incremental Revolving Commitments or Incremental Revolving Loans establishing the initial Revolving Credit Facility, on terms and conditions identical to those of the Term Loans, provided that (x) the provisions of this Agreement, and defined terms relating thereto, shall be amended by the Borrower and the Administrative Agent to incorporate provisions reasonably satisfactory to the Administrative Agent, the Borrower and each Person acting as a letter of credit issuer or swingline lender and customary for revolving credit facilities, including, without limitation, (1) extensions of the maturity date of the Incremental Revolving Commitments on terms consistent with Section 2.16, (2) customary provisions relating to borrowing procedures and requirements, (3) customary differences with respect to assignments and participations, (4) customary voting and approval rights of any letter of credit issuer or swing line lender, (5) “defaulting lender” and cash collateralization requirements customary for revolving credit facilities (and letter of credit and swingline sub-facilities) and (6) application of proceeds of voluntary and mandatory prepayments (which shall, in the case of mandatory prepayments, require the prepayment in full of all Term Loans and Incremental Term Loans prior to the application of mandatory prepayments to the Revolving Credit Facility and any extensions of credit thereunder) and conforming amendments shall be effected to the terms hereof by the Borrower and the Administrative Agent, in each case without the consent of any other Lender and (y) the terms and conditions of such Revolving Credit Facility may have terms not substantially identical to the Initial Term Loans to the extent that such terms are solely applicable after the Maturity Date for the Initial Term Loans (as such date may be extended), and (ii) in the case of subsequent Incremental Revolving Commitments and Incremental Revolving Loans, identical to the Incremental Revolving Commitments and Incremental Revolving Loans, respectively, under the initial Revolving Credit Facility and (B) Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase JoinderAmendment, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be otherwise reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms Applicable Margins and provisions fees for the Incremental Loans and any commitment fees or letter of credit fees in respect of any Incremental Revolving Credit Loans made pursuant to new Commitments shall be identical determined by the Borrower and the Lenders of the Incremental Loans; provided that, if the Applicable Margins (or similar measure of interest margin) for any Incremental Term Loans incurred on or prior to the Revolving Credit date that is 18 months following the Closing Date are more than […***…]% per annum higher than the Applicable Margins for the Initial Term Loans, then the Applicable Margins for the Initial Term Loans shall be increased to the extent necessary so that the Applicable Margins (or similar measure of interest margin) for the Initial Term Loans are equal to the Applicable Margins for the Incremental Term Loans […***…]; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) any pricing floors, recurring fees and all other similar fees, OID or upfront fees shall be included (with such OID being amortized over the shorter of (A) the Weighted Average Life to Maturity of such Incremental Term Loans and (B) four (4) years) and (y) customary arrangement, structuring or underwriting fees not payable to all Lenders in connection with the Initial Term Loans or the Incremental Term Loans shall be excluded; (iii) the weighted average life Weighted Average Life to maturity Maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the then Initial Term Loans. The maturity date of any Incremental Facility shall not be earlier than the Maturity Date applicable to the Initial Term Loan, and no Revolving Credit Facility or Incremental Revolving Commitments will have any scheduled commitment reductions or scheduled amortization prior to the Maturity Date for the Initial Term Loans. The Incremental Loans shall share ratably with the existing Term LoansLoans with respect to the Guaranty, the security interests created by the Collateral Documents (and shall not benefit from any other guaranty or security interest in any other collateral) and, except as set forth below and in Section 2.09 with respect to mandatory prepayments, payment rights; (iv) the maturity date Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments pursuant to Section 2.09(a)(i) or any mandatory prepayments of Term Loans under Section 2.09(b), as specified in the applicable Increase Amendment; and (v) the terms of such Incremental Facility, to the extent not otherwise addressed in the foregoing clauses (i) through (iv), shall be as set forth in the applicable Increase Amendment, provided that no Incremental Facility may have covenants or defaults (other than pricing, call protection and premiums) more favorable to the Lenders in respect of such Incremental Facility than the terms applicable to the Initial Term Loans or any prior Class of Incremental Term Loans (except for covenants or defaults applicable solely after the “Incremental latest Maturity Date of the Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Loans or such prior Class of Incremental Term Loans shall be reasonably acceptable at the time of incurrence) unless such terms are agreed to by the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to in respect of the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than then outstanding receive the covenants in the Loan Documents at the time of the incurrence benefit of such terms. The Incremental Term Loan unless either (A) such covenants benefit all of Commitments and the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Revolving Commitments shall be effected by a an amendment and, if applicable, joinder agreement (the “Increase JoinderAmendment”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase Joinder Amendment 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments 2.15 and Incremental Term Loans that are Term Loans, respectively, made pursuant to may constitute an amendment and restatement of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sucampo Pharmaceuticals, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term B-2 Loans (it being understood that Incremental Term Loans may be a part of the existing Term B-2 Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental all new Term Loans shall be no shorter than the remaining weighted average life to maturity of the then Revolving Loans and the existing Term B-2 Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date;; and (v) terms as to prepayments and amortization and pricing the Yield for the Incremental Term Loans shall be reasonably acceptable to the Administrative Agent determined by Borrower and the relevant Lenders (it being understood applicable new Lenders; provided, however, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to Yield for the Administrative Agent); and (vi) the new Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect be greater than the covenants in highest Yield that may, under any circumstances, be payable with respect to existing Term B-2 Loans plus 50 basis points (and the Loan Documents at Applicable Margins applicable to the time of Term B-2 Loans shall be increased to the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of extent necessary to achieve the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Dateforegoing). The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19.2.19 (including, without limitation, to add ticking fees payable with respect to any Incremental Term Loan Commitments or increase in Revolving Commitments contemplated by an Increase Joinder). In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Mattress Firm Holding Corp.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the 2020 Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the 2020 Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Term Loan Commitments made on the Closing Date; (iv) the interest rate margins for the Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the 2020 Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the Term SOFR Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any Term SOFR Rate floor applicable to such Class of Incremental Term Loans exceeding the Term SOFR Rate floor applicable to the Original Term Loans, the Term SOFR Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the Term SOFR Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the 2015 Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the 2015 Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Term Loan Commitments made on the Closing Date; (iv) the interest rate margins for the Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the 2015 Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the LIBO Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any LIBO Rate floor applicable to such Class of Incremental Term Loans exceeding the LIBO Rate floor applicable to the Original Term Loans, the LIBO Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the LIBO Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (American Airlines Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the 2020 Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the 2020 Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Term Loan Commitments made on the Closing Date; (iv) the interest rate margins for the Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the 2020 Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the LIBOTerm SOFR Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any LIBOTerm SOFR Rate floor applicable to such Class of Incremental Term Loans exceeding the LIBOTerm SOFR Rate floor applicable to the Original Term Loans, the LIBOTerm SOFR Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the LIBOTerm SOFR Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: follows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase JoinderJoinder (defined below), identical to (and rank pari passu with) the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative AgentRequired Lenders; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; ; (ii) except to the extent necessary to address Alternative Currency provisions in additional revolving tranches, the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; ; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans and the terms of any Incremental Term Loans as to prepayments shall be no more favorable than the existing Term Loans; , in each case unless any prepayment terms (A) benefit all of the Term Lenders or are otherwise consented to by the Required Lenders or (B) apply only after the Latest Maturity Date; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan herein unless either (A) such covenants all Lenders benefit all of the Lenders or are otherwise consented to by the Administrative Agent or therefrom, (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.and/or financial 71 158477613_2174043865_5

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Stericycle Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (ii), (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (viiv) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in be guaranteed by any material respect than the covenants in the Loan Documents at the time subsidiaries of the incurrence of Borrower that do not guarantee the Obligations and if secured, shall be secured on a pari passu or junior basis by the same Collateral (and no additional Collateral) securing the Obligations and any Incremental Term Loans shall have the same payment priority as the Term Facility; provided that any such Incremental Term Loan unless either Loans secured on a junior basis shall be documented in a separate credit agreement and such Incremental Term Loans shall be subject to an intercreditor agreement in form and substance satisfactory to the Administrative Agent; (Av) such covenants benefit all the Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Lenders Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Rate for the Term Loans; provided, further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or are otherwise consented upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Administrative Agent Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (Bwith OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Lead Arrangers (or their respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the existing Term Loans, the difference between such covenants apply only after floor for the Facility Termination DateIncremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v) (this clause (v), the “MFN Protection”). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Callaway Golf Co)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinderherein, identical to the existing Term Loans (it being understood that Incremental Term Loans may be a part of the an existing tranche of Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any such Incremental Term Loans shall be no shorter not amortize (on a percentage basis) any faster than the remaining weighted average life to maturity of the then existing Term LoansLoans and shall not mature prior to the Term Loan Maturity Date; (iv) in the maturity date event that the Applicable Margin for the Incremental Loans (inclusive of Incremental upfront fees and OID payable to such Lenders) is greater than the Applicable Margin for the existing Term Loans or the existing Revolving Loans, as applicable (inclusive of any upfront fees and OID paid to the existing Lenders), then the Applicable Margin for the corresponding class of existing Loans shall be increased to the extent necessary such that the Applicable Margin for the existing class of Loans is equal to the Applicable Margin for the Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;Loans; and (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) participation in the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Commitments and Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowersoffered to banks, financial institutions and other entities reasonably acceptable to EnergySolutions and the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (EnergySolutions, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of (A) U.S. Revolving Credit Loans made pursuant to new Incremental U.S. Revolving Commitments shall be identical to the U.S. Revolving Credit Loans and (B) Alternative Revolving Credit Loans made pursuant to Incremental Alternative Revolving Commitments shall be identical to the Alternative Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the any then existing Incremental Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest latest of any Loans’ Maturity Date;; and (v) terms as to prepayments and amortization and pricing for the all-in-yield of Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Company and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive lenders participating in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateCommitments. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersCompany, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to U.S. Revolving Credit Loans or Term Alternative Revolving Credit Loans shall be deemed, unless the context otherwise requires, to include references to U.S. Revolving Credit Loans made pursuant to Incremental U.S. Revolving Commitments and Incremental Term Alternative Revolving Credit Loans that are Term Loans, respectively, made pursuant to this AgreementIncremental Alternative Revolving Commitments. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Keurig Green Mountain, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments ("INCREMENTAL TERM LOANS") shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans); (ii) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (iv) the maturity date of Incremental Term Loans (the "INCREMENTAL TERM LOAN MATURITY DATE") shall not be earlier than the Final Maturity Date; (v) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the Term Loans by more than 25 basis points, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the Incremental Term Loans are equal to the Applicable Margins for the Term Loans plus 25 basis points; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount ("OID") or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Sole Lead Arranger (or its affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (vi) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) belowabove) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”"INCREASE JOINDER") executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.18. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving new Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Navisite Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause clauses (ii), (iii), (iv), (v) or (vvi) below) (unless such Incremental Term Loans are amortizing term loans of the type commonly referred to as “term loan A,” which may be subject to more restrictive terms and conditions) they shall be (in the reasonable judgment of the Borrower), taken as a whole, not more restrictive than the terms of this Agreement (as reasonably satisfactory determined by the Borrower) unless the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the then-existing Term Loans hereunder (which amendment may be effected by the Administrative AgentAgent and the Borrower without the consent of any other Lender); provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv), (v) and (vvi) below; (ii) shall (x) rank pari passu in right of payment and of security with the terms Term Loans and provisions (y) have no obligors other than the Loan Parties, (iii) unless otherwise agreed by the Lenders making such Loans (to accept a less than ratable share), shall participate on a pro rata basis in any prepayments of Revolving Credit Term Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loanshereunder; (iiiiv) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the All-in Yield for Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than be determined by the covenants Borrower and the Lenders of the Incremental Term Loans; provided that in the Loan Documents at event that the time of the incurrence of such All-in Yield for any Incremental Term Loan unless either incurred within eighteen (A18) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only months after the Facility Termination Date. Closing Date is greater than the All-in Yield for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the All-in Yield for the Incremental Term Loans is 50 basis points higher than the All-in Yield for the Term Loans; The Incremental Term Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.13. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

Terms of New Loans and Commitments. The terms and provisions conditions of Loans made pursuant to any Incremental Commitments Commitment shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) the terms and provisions conditions of the Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinderherein, identical to the terms and conditions of the existing Loans and may be part of the same Class of Loans and Borrowings; (ii) any Incremental Term Loans shall not amortize (on a percentage basis) at a greater rate than the existing Term Loans and shall not mature prior to the Term Maturity Date; (iii) in the event that the initial yield on any Incremental Loans (in each case taking into account any applicable interest rate “floor”, as well as any original issue discount or upfront fees (other than arrangement fees to the extent not shared with the Lenders providing such Incremental Loans), which shall be equated to such interest margin assuming a four-year average life and without any present value discount) exceeds (the amount of such excess being referred to herein as the “Yield Differential”) by more than 25 basis points the Applicable Margin then in effect for Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable, then the Applicable Margin then in effect for such Loans shall automatically be increased by the amount of the Yield Differential over 25 basis points, effective on the Increase Effective Date; provided that any Yield Differential in respect of the Revolving Loans, after giving effect to the foregoing increase in the Applicable Margin, shall be permitted only to the extent it results from the payment of upfront fees in respect of the Incremental Revolving Commitments (it being understood that Incremental Term the Applicable Margin for all Revolving Loans may be a part of the Term Loans) and to same Type shall at all times be the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iiisame), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants participation in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowersoffered to banks, financial institutions and other entities that would be Eligible Assignees reasonably acceptable to EnergySolutions and the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (EnergySolutions, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the existing Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date;; and (viv) terms as to prepayments and amortization and pricing the Applicable Margins for the Incremental Term Loans shall be reasonably acceptable determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the existing Term Loans by more than 50 basis points, then the Applicable Margins for the existing Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Margins for the Incremental Term Loans are equal to the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the existing Term Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) paid or payable by Borrower to the Borrowers than those Lenders of any the existing Term Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Administrative Agent); and Arranger (vior its affiliates) in connection with the existing Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datebe excluded. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.20. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, Loans made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (On Assignment Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of term loans made pursuant to the Incremental Term Loans Commitments (the “Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinderan Accession Agreement (as defined below), identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Term Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Rate for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Rate for the Term Loans, and the relevant Lenders (it being understood Applicable Rate for Revolving Loans shall be increased by the same number of basis points as the Applicable Rate for the Term Loan is increased; provided, further, that terms that are no less favorable in determining the Applicable Rate applicable to the Borrowers than those of any existing Term Loans and the Incremental Term Facility Loans, (x) original issue discount (“OID”) or upfront fees (which shall be acceptable deemed to constitute like amounts of OID) payable by the Borrower to the Administrative AgentLenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); and , (viy) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive be excluded; and (z) if the Adjusted LIBO Rate in respect of any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) Facility includes an interest rate floor greater than the Adjusted LIBO Rate then applicable to any existing Term Loans, such covenants benefit all increased amount shall be equated to interest margin for purposes of determining whether an increase to the Lenders or are otherwise consented to by the Administrative Agent or (B) applicable interest margin under such covenants apply only after the Facility Termination Dateexisting Term Loans shall be required. The Incremental Commitments shall be effected by a joinder an accession agreement (the “Increase JoinderAccession Agreement”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder The Accession Agreement 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.09. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.09 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (PharMerica CORP)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause clauses (ii), (iii), (iv), (v) or (vvi) belowbelow and excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or redemption terms) they shall be (in the reasonable judgment of the Borrower), taken as a whole, not materially more restrictive than the terms of this Agreement (as reasonably satisfactory determined by the Borrower) unless such more restrictive term or provision applies only after the Latest Maturity Date in effect immediately prior to the incurrence of such Incremental Term Loans or the Administrative AgentAgent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term or provision to apply to the then-existing Term Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender); provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv), (v) and (vvi) below; (ii) shall (x) rank pari passu in right of payment and of security with the terms and provisions Term Loans (or at the option of Revolving Credit Loans made pursuant to new Commitments shall be identical the Borrower, rank junior in right of payment and/or of security to the Revolving Credit Loans;Term Loans or be unsecured) and (y) have no obligors other than the Loan Parties, (iii) unless otherwise agreed by the Lenders making such Loans (to accept a less than ratable share), shall participate on a pro rata basis in any prepayments of Term Loans hereunder; provided that any Incremental Term Loans that rank junior in right of security to the Term Loans or are unsecured shall participate on a less than pro rata basis in any prepayments of Term Loans hereunder; (iv) the amortization requirements may differ from those of the then existing Term Loans, but except in the case of Customary Bridge Loans, the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivv) except in the case of Customary Bridge Loans, the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity DateDate (the provisions of this clause (v) and the preceding clause (iv), whether applied to Incremental Term Loans or mutatis mutandis to other Indebtedness permitted under this Agreement where specified herein, the “Maturity Limitation”); (vvi) terms as to prepayments and amortization and pricing the All-in Yield for Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the All-in Yield for any Incremental Term Loan that is pari passu in right of payment and with respect to security with the 2018 Term Loans incurred within six (6) months after the 2018 Refinancing Amendment Effective Date is greater than the All-in Yield for the 2018 Term Loans by more than 75 basis points, then the Applicable Rate for the 2018 Term Loans shall be increased to the Administrative Agent and extent necessary so that the relevant Lenders All-in Yield for such Incremental Term Loan is 75 basis points higher than the All-in Yield for the 2018 Term Loans (it being understood provided that terms that are no less favorable any increase in the All-in Yield of the 2018 Term Loans attributable to a Eurodollareurodollar rate floor or alternative base rate floor in respect of such Incremental Term Loans shall be in the form of an increase to the Borrowers than those Eurodollar RateTerm SOFR floor or Base Rate floor) (the provisions of any existing this clause (vi), whether applied to Incremental Term Facility shall be acceptable Loans or mutatis mutandis to other pari passu secured Indebtedness permitted under this Agreement where specified herein, the Administrative Agent“MFN Provision”); and (vivii) the Incremental Term Loans that are unsecured or secured on a junior basis to the Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants be evidenced by a separate loan agreement and, in the Loan Documents at the time case of the incurrence of such junior secured Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented Loans, subject to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datean Other Intercreditor Agreement. The Incremental Term Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.13. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Appears in 1 contract

Samples: Incremental Joinder and Amendment Agreement (Ciena Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) any terms of, and documentation entered into in respect of, any Incremental Term Commitments shall be on terms and provisions of pursuant to documentation agreed between the Borrower and the lenders providing such Incremental Term Loans shall beCommitments, except other than as otherwise set forth herein or in the Increase Joindercontemplated by clauses ‎(ii), identical to the Term Loans (it being understood ‎(iii), ‎(iv), and ‎(v) below; provided that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions documentation in respect of any Incremental Term Loans Commitments are not identical to consistent with the Term Loans (except to the extent permitted by clause (iii‎(ii), (iv‎(iii), ‎(iv) or (v‎(v) below) they shall be reasonably satisfactory to the Administrative Agent; provided Agent (except for such terms which are applicable only to periods after the Latest Maturity Date and it being understood that in to the extent any event financial maintenance covenant is added or made more restrictive with respect to the Incremental Term Loans must comply with clauses (iiiCommitments, such financial maintenance covenant shall automatically and without any action of any party hereto be added or made more restrictive for the benefit of the Term Facility and the Revolving Credit Facility and no consent shall be required from the Administrative Agent or any Lender therefor), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant Weighted Average Life to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity Maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the then existing Term Loans; (iviii) the maturity date of the Incremental Term Loans (the "Incremental Term Loan Maturity Date") shall not be earlier than the then Latest Maturity Date; (iv) the Incremental Commitments shall (x) have the same guarantees as the existing Commitments and Loans, (y) be secured only by the Collateral and (z) rank pari passu in right of payment and of security with the Loans; (v) terms as to prepayments and amortization and pricing for the Incremental Term Loans Commitments may share no more than ratably in any mandatory prepayment required with respect to the Term Facility; (vi) (x) the terms and provisions of any Incremental Revolving Commitments shall be reasonably acceptable identical to, and pursuant to the Administrative Agent and same documentation as, the relevant Lenders Revolving Credit Loans (it being understood that terms that are no less favorable the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Credit Facility may be increased for all the Revolving Credit Lenders, but additional upfront or similar fees may be payable to the Borrowers than those Lenders participating in the Incremental Revolving Increase without any requirement to pay such amounts to any existing Revolving Credit Lenders), (y) the maturity date of any existing Incremental Term Facility Revolving Commitments shall be acceptable to the Administrative Agent); and same as the maturity date for the Revolving Credit Facility and (viz) the Incremental Term Loans Revolving Commitments shall not contain additional require no scheduled amortization or different covenants or financial covenants which are more restrictive in any material respect than mandatory commitment reduction prior to the covenants in Maturity Date for the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateRevolving Credit Facility. The Incremental Commitments shall be effected by a joinder agreement (the "Increase Joinder") executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01‎Section 11.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section ‎Section 2.14. In addition, unless otherwise specifically provided hereinherein or in the Increase Joinder, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This ‎Section 2.14 shall supersede any provisions in ‎Section 2.13 or ‎Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Nu Skin Enterprises Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Incremental Revolving Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. ​ ​ The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.19 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Advanced Energy Industries Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or herein, in the Increase JoinderJoinder or other related Additional Credit Extension Amendment, identical to the Term A Loans (it being understood that Incremental Term Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term A Loans (except to the extent permitted by clause (iii2.14(g)(iii)(iii), (iv), (v) or (vvi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iiiclause 2.14(g)(iii)(iii), (iv) and ), (v) or (vi) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the scheduled principal amortization payments under each Incremental Term Loan shall be as set forth in the related Increase Joinder or other related Additional Credit Extension Amendment; provided that the weighted average life to maturity of any each Incremental Term Loans Loan shall not be no shorter less than the remaining weighted average life to maturity of the then existing Term A Loans; (iv) the maturity date of Incremental Term Loans (the “each Incremental Term Loan Maturity Date”) shall be as set forth in the Increase Joinder or other Additional Credit Extension Amendment; provided that such date shall not be earlier than the then Latest Maturity DateDate for the Term A Loans; (v) terms as to prepayments the Applicable Rate, fees and amortization and pricing for schedule applicable to Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to of the Borrowers than those of any existing Incremental Term Facility shall be acceptable to Loans and set forth in the Administrative Agentrelated Increase Joinder or other related Additional Credit Extension Amendment; (vi) any Incremental Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the Increase Joinder or other Additional Credit Extension Amendment; and (vivii) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive Loan Lenders as set forth in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any or other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Additional Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this AgreementExtension Amendment.

Appears in 1 contract

Samples: Credit Agreement (TreeHouse Foods, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) (A) terms and provisions of Incremental Term Loans which are tranche A term loans (“Incremental Term A Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical substantially similar to the Term A Loans (it being understood that Incremental Term A Loans may be a part of the Term A Loans) and (B) terms and provisions of Incremental Term Loans which are tranche B term loans (“Incremental Term B Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, substantially similar to the Term B Loans (it being understood that Incremental Term B Loans may be a part of the Term B Loans) and to the extent that the terms and provisions of Incremental Term A Loans are not identical substantially similar to the Term A Loans or provisions of Incremental Term B Loans are not substantially similar to the Term B Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments under a Revolving Credit Facility shall be identical to the Revolving Credit LoansLoans under such Revolving Credit Facility; (iii) the weighted average life to maturity of any (A) Incremental Term A Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term A Loans and (B) Incremental Term B Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term B Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) with respect to (A) Incremental Term A Loans shall not be earlier than the then Latest Maturity DateDate with respect to the Term A Loans and (B) Incremental Term B Loans shall not be earlier than the then Latest Maturity Date with respect to the Term B Loans; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Company and the Lenders of the Incremental Term Loans; provided that in the event that the All-in Yield for any Incremental Term B Loan is greater than the All-in Yield for the Term B Loans by more than 50 basis points, then the Applicable Rate for the Term B Loans shall be increased to the Administrative Agent extent necessary so that the All-in Yield for the Incremental Term Loans is 50 basis points higher than the All-in Yield for the Term B Loans, and the relevant Lenders Applicable Rate for Revolving Credit Loans and the Term A Loans (it being understood that terms that are no less favorable at each point in the table set forth in the definition of “Applicable Rate,” to the Borrowers than those of any existing Incremental Term Facility extent applicable) shall be acceptable to increased by the Administrative Agent)same number of basis points as the Applicable Rate for the Term B Loan is increased; and (vi) no more than $500,000,000 in the aggregate of Incremental Revolving Commitments and Incremental Term A Loans shall not contain additional or different covenants or financial covenants which are more restrictive may be incurred in any material respect than the covenants in the Loan Documents at the time reliance on clause (ii) of the incurrence definition of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateCap”. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersCompany, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. Incremental Commitments may be provided by existing Lenders or new Lenders or a combination thereof, as determined by the Company and the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Arris Group Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) the weighted average life to maturity and other terms and provisions of Incremental Term Loans shall be(including with respect to prepayments, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loansamortization and pricing) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (viv) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan Loans unless either (Ax) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent Required Lenders or (By) such covenants apply only after the Facility Termination Maturity Date. ; and (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the 134956965_3 context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this AgreementCommitments.

Appears in 1 contract

Samples: Credit Agreement (Quidel Corp /De/)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to those of the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans); (ii) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; SC1:3775857.9 LEGAL_US_E # 113365636.9 (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Term Loan Maturity Date; (v) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater by more than 50 basis points than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the Incremental Term Loans are only 50 basis points greater than to the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Lead Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; (vi) the minimum LIBOR Rate or Alternate Base Rate, if any, applicable to the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that an equal minimum LIBOR Rate or Alternate Base Rate shall be applicable to the Term Loans; (vii) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iiiiv), (ivv) or (vvi) belowabove) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below;and (iiviii) the terms and provisions of any Incremental Revolving Credit Loans made pursuant to new Commitments shall be identical on terms (other than upfront fees payable to Lenders providing Incremental Revolving Commitments or arrangers (or their affiliates) in connection therewith) and pursuant to documentation applicable to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateFacility. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement2.20.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause clauses (ii), (iii), (iv‎(iv), ‎(v) or (v‎(vi) below) (unless such Incremental Term Loans are amortizing term loans of the type commonly referred to as “term loan A,” which may be subject to more restrictive terms and conditions) they shall be (in the reasonable judgment of the Borrower), taken as a whole, not more restrictive than the terms of this Agreement (as reasonably satisfactory determined by the Borrower) unless the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the then-existing Term Loans hereunder (which amendment may be effected by the Administrative AgentAgent and the Borrower without the consent of any other Lender); provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv‎(iv), ‎(v) and (v‎(vi) below; (ii) shall (x) rank pari passu in right of payment and of security with the terms Term Loans and provisions (y) have no obligors other than the Loan Parties, (iii) unless otherwise agreed by the Lenders making such Loans (to accept a less than ratable share), shall participate on a pro rata basis in any prepayments of Revolving Credit Term Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loanshereunder; (iiiiv) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the All-in Yield for Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than be determined by the covenants Borrower and the Lenders of the Incremental Term Loans; provided that in the Loan Documents at event that the time of the incurrence of such All-in Yield for any Incremental Term Loan unless either incurred within eighteen (A18) such covenants benefit all months after the Closing Date is greater than the All-in Yield for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the All-in Yield for the Incremental Term Loans is 50 basis points higher than the All-in Yield for the Term Loans; provided, further, that in the case of the Lenders or are otherwise consented to by 20162017 Term Loans, in the Administrative Agent or (B) such covenants apply only event that the All-in Yield for any Incremental Term Loan incurred at any time after the Facility Termination Date. 2016 Incremental2017 Refinancing Amendment Effective Date is greater than the All-in Yield for the 20162017 Term Loans by more than 50 basis points, then the Applicable Rate for the 20162017 Term Loans shall be increased to the extent necessary so that the All-in Yield for the Incremental Term Loans is 50 basis points higher than the All-in Yield for the 20162017 Term Loans; The Incremental Term Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01‎10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14‎2.13. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section ‎2.13 shall supersede any provisions in Section 2.11 or ‎10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Seventh Amendment Extended Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the Seventh Amendment Extended Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the Seventh Amendment Extended Term Loans made on the Seventh Amendment Effective Date; (iv) the interest rate margins for new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans incurred prior to the date that is eighteen (18) months after the Seventh Amendment Effective Date, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the Seventh Amendment Extended Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the Term SOFR Reference Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any Term SOFR Reference Rate floor applicable to such Class of Incremental Term Loans exceeding the Term SOFR Reference Rate floor applicable to the Original Term Loans, the Term SOFR Reference Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the Term SOFR Reference Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans; (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase JoinderJoinder (defined below), identical to (and rank pari passu with) the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative AgentRequired Lenders; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) except to the extent necessary to address Alternative Currency provisions in additional revolving tranches, the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans and the terms of any Incremental Term Loans as to prepayments shall be no more favorable than the existing Term Loans, in each case unless any prepayment terms (A) benefit all of the Term Lenders or are otherwise consented to by the Required Lenders or (B) apply only after the Latest Maturity Date; (iv) the terms of any Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants herein unless (A) all Lenders benefit therefrom, (B) such covenants and/or financial covenants only apply after the Latest Maturity Date or (C) otherwise consented to by the Required Lenders; and (v) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable Date with respect to the Administrative Agent Term Facility and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersCompany, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and and/or Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Stericycle Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments this Section 2.15 shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of incremental Term Loans made pursuant to the Incremental Term Loans Commitment (the “Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinderapplicable joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be (i) reasonably satisfactory to the Administrative AgentAgent or (ii) to the extent any new financial or other covenant is added, or modified to be more restrictive, for the benefit of Incremental Term Loans, such covenant or more restrictive provision shall be permitted and automatically added to this Agreement for the benefit of any existing Term Loans and the Revolving Facility; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments under this Section shall be identical to the applicable Revolving Loans (whether Global Revolving Credit Loans or U.S. Revolving Credit Loans); (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity DateDate for Term Loans; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Company and the Lenders of the Incremental Term Loans; provided that, in the event that (A) such Incremental Term Loans are incurred prior to the Administrative Agent first anniversary of the Closing Date and (B) the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than fifty (50) basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the Term Loans plus fifty (50) basis points, and the relevant Lenders Applicable Rate for Revolving Loans (it being understood that terms that are no less favorable at each point in the table set forth in the definition of “Applicable Rate,” to the Borrowers than those extent applicable) shall be increased by the same number of any existing basis points as the Applicable Rate for the Term Loan is increased; provided further that, in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Facility Loans, (x) original issue discount (“OID”) or upfront fees (which shall be acceptable deemed to constitute like amounts of OID) payable by the applicable Borrowers to the Administrative AgentLenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); and , (viy) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded; and (z) if the Eurodollar RateTerm SOFR or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants in Eurodollar RateTerm SOFR or Base Rate “floor,” respectively, for the Loan Documents at existing Term Loans, the time of difference between such floor for the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement Loans and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or existing Term Loans shall be deemed, unless equated to an increase in the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to Applicable Rate for purposes of this Agreementclause (v).

Appears in 1 contract

Samples: Credit Agreement (Hain Celestial Group Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of term loans made pursuant to the Incremental Term Loans Commitments (each, an “Incremental Term Loan”) shall be, except as otherwise set forth herein or in the Increase Joinderan Accession Agreement (as defined below), identical to the Term Loans Loan A (it being understood that Incremental Term Loans may be a part of the Term LoansLoan A) and to the extent that the terms and provisions of an Incremental Term Loans Loan are not identical to the Term Loans Loan A (except to the extent permitted by clause (iii), (iv) or (viv) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the each Incremental Term Loans Loan must comply with clauses (iii), ) or (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life Weighted Average Life to maturity Maturity of any Incremental Term Loans Loan shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Term Loan A (if existing) or any other Incremental Term Loan then existing Term Loans;existing; and (iv) the maturity date of any Incremental Term Loans Loan (the each, an “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Term A Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of Date or any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Maturity Date. The Incremental Commitments shall be effected by a joinder an accession agreement (the “Increase JoinderAccession Agreement”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder The Accession Agreement 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.09. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.09 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (PharMerica CORP)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (ii), (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iviii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (viiv) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in be guaranteed by any material respect than the covenants in the Loan Documents at the time subsidiariesSubsidiaries of the incurrence of Borrower that do not guarantee the Obligations and if secured, shall be secured on a pari passu or junior basis by the same Collateral (and no additional Collateral) securing the Obligations and any Incremental Term Loans shall have the same payment priority as the Term Facility; provided that any such Incremental Term Loan unless either Loans secured on a junior basis shall be documented in a separate credit agreement and such Incremental Term Loans shall be subject to an intercreditor agreement in form and substance satisfactory to the Administrative Agent; (Av) such covenants benefit all the Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Lenders Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Rate for the Term Loans; provided, further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or are otherwise consented upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Administrative Agent Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (Bwith OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Lead Arrangers (or their respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the existing Term Loans, the difference between such covenants apply only after floor for the Facility Termination DateIncremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v) (this clause (v), the “MFN Protection”). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Callaway Golf Co)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. Within a reasonable time after the effective date of any increase or joinder, the Administrative Agent shall distribute such Increase Joinder to each of the Lenders. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (TopBuild Corp)

Terms of New Loans and Commitments. The terms and provisions provisions, including, without limitation, interest, commitment fees and letter of credit participation fees, of Loans made pursuant to the new Revolving Commitments (“Incremental Commitments Revolving Loans”) (other than as provided below) shall be as follows andidentical from and after the date of effectiveness of the relevant Increase Joinder in all respects to the Revolving Loans; provided, in each casehowever, as to other terms the rate of interest, commitment fees and conditions not letter of credit participation fees, original issue discount, upfront fees and closing fees shall be determined by the Borrowers and the applicable Lenders providing such new Revolving Commitments and shall be set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Increase Joinder, identical to the Term Loans Joinder (it being understood that and any such new Revolving Commitments and Incremental Term Revolving Loans may be designated a part Class of Loans and Commitments for all purposes of this Agreement); provided, further, in the event the Yield for any of the Term Loans) and Incremental Revolving Loans is higher than the Yield on the Initial Revolving Loans by more than 75 basis points, then the Applicable Margin for such Initial Revolving Loans shall be increased to the extent necessary so that the terms and provisions of Incremental Term Yield for such Initial Revolving Loans are not identical is equal to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing Yield for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateRevolving Loans minus 75 basis points. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.20. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental new Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to as set forth in this AgreementSection 2.20.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments Facilities shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical set forth in an amendment to the Revolving Credit Loansthis Agreement; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Loans by more than 25 basis points, then the Applicable Rate for the Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Rate for the Incremental Term Loans is 25 basis points higher than the Applicable Rate for the Loans; provided, further, that in determining the Applicable Rate applicable to the Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Borrowers than those Lenders of any existing the Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Administrative Agent); and Arranger (vior its respective affiliates) in connection with the Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded, and (z) if the LIBOR or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants LIBOR or Base Rate “floor,” respectively, for the existing Loans, the difference between such floor for the Incremental Term Loans and the existing Loans shall be equated to an increase in the Loan Documents at the time Applicable Rate for purposes of the incurrence of such Incremental Term Loan unless either this clause (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datev). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.12. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.12 shall supersede any provisions in Section 2.11 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Vonage Holdings Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Tranche B-1 Term Loans made pursuant to the Incremental Tranche B-1 Term Loan Commitments (the “Incremental Tranche B-1 Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Tranche B-1 Term Loans (it being understood that Incremental such Tranche B-1 Term Loans may be a part of the an existing tranche of Tranche B-1 Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to a new Commitments Commitment shall be be, except as otherwise set forth herein or in the Increase Joinder, identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental all new Tranche B-1 Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Tranche B-1 Term Loans; (iv) the maturity date of Incremental the new Tranche B-1 Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Maturity Date;; and (v) terms as to prepayments and amortization and pricing the yield for Incremental the new Tranche B-1 Term Loans shall be reasonably acceptable to the Administrative Agent determined by Borrower and the relevant Lenders (it being understood applicable new Lenders; provided, however, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to Applicable Margins for the Administrative Agent); and (vi) the Incremental new Tranche B-1 Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect be greater than the covenants in Applicable Margins then payable with respect to the Loan Documents at the time of the incurrence of such Incremental Tranche B-1 Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans plus 50 basis points. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Tranche B-1 Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving the new Commitments and Incremental Tranche B-1 Term Loans that are Tranche B-1 Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) follows: terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans); the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Maturity Date of the Term Loans; the Applicable Rate for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loans are greater than the Applicable Rate for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans are equal to the Applicable Rate for the Term Loans minus 50 basis points; provided, further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable directly or indirectly by Borrower or any Subsidiary to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement, commitment or closing fees payable to the Arrangers (or their affiliates) in connection with the Term Loans or to one or more Arrangers (or their affiliates) of the Incremental Term Loans shall be excluded to the extent not shared with the Lenders on a pro rata basis and (z) any floor for the Eurodollar Rate or Base Rate applicable to the Incremental Term Loans that is higher than the respective floor for the Eurodollar Rate or Base Rate applicable to the Term Loans shall be equated to an increase in the interest rate margin in the amount of the increase in such floor; and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iiiii), (iviii) or (viv) belowabove) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, Loans made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Salem Communications Corp /De/)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Class B Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the Class B Term Loans that have not been extended pursuant to Section 2.28; (iii) the interest rate margins for the new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that the interest rate margins for such new Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any existing Term Loans plus 50 basis points unless the interest rate margins with respect to the applicable existing Term Loans are increased by an amount equal to (x) the excess of the interest rate margins with respect to such Incremental Term Loans over the corresponding interest rate margins on the respective applicable existing Term Loans minus (y) 50 basis points; provided, that in determining the excess of the interest rate margins between the Incremental Term Loans and the applicable existing Term Loans for purposes of the foregoing clause (x), (1) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders for the existing Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (2) any amendments to the interest rate margin on any existing Term Loans that became effective subsequent to the Closing Date but prior to the effective time of the Incremental Term Loans shall also be included in such calculations, (3) customary arrangement, structuring, underwriting and commitment fees payable to the Administrative Agent or any arrangers (or any of their respective Affiliates) shall be excluded and (4) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the existing Term Loans, such excess amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the existing Term Loans shall be required under this Section 2.27(c)(iii), to the extent an increase in the interest rate floor in the existing Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by such increased amount; (iv) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; and (v) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (iiii), (ii), (iii) and (iv) or (v) below) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Airlines Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinderherein, identical to the existing Term Loans (it being understood that Incremental Term Loans may be a part of an existing tranche of Term Loans); (ii) any such Incremental Term Loans shall not amortize (on a percentage basis) any faster than the existing Term Loans and shall not mature prior to the Term Loan Maturity Date; (iii) in the event that the Applicable Margin for the Incremental Loans (inclusive of upfront fees and OID payable to such Lenders) is greater than the Applicable Margin for the existing Term Loans or the existing Revolving Loans) , as applicable (inclusive of any upfront fees and OID paid to the existing Lenders), then the Applicable Margin for the corresponding class of existing Loans shall be increased to the extent necessary such that the terms and provisions Applicable Margin for the existing class of Incremental Term Loans are not identical is equal to the Term Loans (except to Applicable Margin for the extent permitted by clause (iii), Incremental Loans; (iv) or (v) below) they participation in the Incremental Term Commitments, Reclamation Facility Commitments and Incremental Commitments shall be offered to banks, financial institutions and other entities reasonably satisfactory acceptable to EnergySolutions and the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Amendment Agreement (EnergySolutions, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause clauses (ii), (iii), (iv), (v) or (vi) below) (unless such Incremental Term Loans are amortizing term loans of the type commonly referred to as “term loan A,” which may be subject to more restrictive (iv), (v) belowor (vi) below and excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or redemption terms and conditions) they shall be (in the reasonable judgment of the Borrower), taken as a whole, not materially more restrictive than the terms of this Agreement (as reasonably satisfactory determined by the Borrower) unless such more restrictive term or provision applies only after the Latest Maturity Date in effect immediately prior to the incurrence of such Incremental Term Loans or the Administrative AgentAgent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term or provision to apply to the then-existing Term Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender); provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv), (v) (iv), (v) and (vvi) (vi) below; (ii) shall (x) rank pari passu in right of payment and of security with the terms and provisions Term Loans (or at the option of Revolving Credit Loans made pursuant to new Commitments shall be identical the Borrower, rank junior in right of payment and/or of security to the Revolving Credit Loans;Term Loans or be unsecured) and (y) have no obligors other than the Loan Parties, (iii) unless otherwise agreed by the Lenders making such Loans (to accept a less than ratable share), shall participate on a pro rata basis in any prepayments of Term Loans hereunder; provided that any Incremental Term Loans that rank junior in right of security to the Term Loans or are unsecured shall participate on a less than pro rata basis in any prepayments of Term Loans hereunder; (iv) the amortization requirements may differ from those of the then existing Term Loans, but except in the case of Customary Bridge Loans, the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivv) except in the case of Customary Bridge Loans, the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; and (the provisions of this clause (v) and the preceding clause (iv), whether applied to Incremental Term Loans or mutatis mutandis to other Indebtedness permitted under this Agreement where specified herein, the “Maturity Limitation”); (vvi) terms as to prepayments and amortization and pricing the All-in Yield for Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the All-in Yield for any Incremental Term Loan that is pari passu in right of payment and with respect to security with the 2018 Term Loans incurred within eighteensix (186) months after the Closing2018 Refinancing Amendment Effective Date is greater than the All-in Yield for the 2018 Term Loans by more than 5075 basis points, then the Applicable Rate for the 2018 Term Loans shall be increased to the Administrative Agent and extent necessary so that the relevant Lenders (it being understood All-in Yield for thesuch Incremental Term LoansLoan is 5075 basis points higher than the All-in Yield for the 2018 Term Loans; provided, further, that terms in the case of the 2017 Term Loans, in the event that are no less favorable the All-in Yield for any Incremental Term Loan incurred at any time after the 2017 Refinancing Amendment Effective Date is greater than the All-in Yield for the 2017 Term Loans by more than 50 basis points, then the Applicable Rate for the 2017 Term Loans shall be increased to the Borrowers than those of any existing extent necessary so that the All-in Yield for the Incremental Term Facility Loans is 50 basis points higher than the All-in Yield for the 2017 Term Loans;(provided that any increase in the All-in Yield of the 2018 Term Loans attributable to a Eurodollar rate floor or alternative base rate floor in respect of such Incremental Term Loans shall be acceptable in the form of an increase to the Administrative AgentEurodollar Rate floor or Base Rate floor) (the provisions of this clause (vi), whether applied to Incremental Term Loans or mutatis mutandis to other pari passu secured Indebtedness permitted under this Agreement where specified herein, the “MFN Provision”); and (vivii) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are unsecured or secured on a junior basis to the Term Loans shall be evidenced by a separate loan agreement and, in the case of junior secured Incremental Term Loans, respectively, made pursuant subject to this an Other Intercreditor Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Co-Borrowers and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the Class B Term Loans) and to , the extent that the terms and provisions of Incremental Class B-1 Term Loans are not identical to the or any other Class of Term Loans (except to the extent permitted by clause (iiiLoans), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions Weighted Average Life to Maturity of Revolving Credit any Loans made pursuant to new Incremental Term Loan Commitments shall be identical no shorter than the Weighted Average Life to Maturity of the Revolving Credit existing Term Loans; (iii) the weighted average life to maturity of any interest rate margins for the new Incremental Term Loans shall be no shorter than determined by the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent Co-Borrowers and the relevant applicable Lenders (it being understood providing such Loans; provided, however, that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the interest rate margins for such new Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect be greater than the covenants in highest interest rate margins that may, under any circumstances, be payable with respect to any existing Term Loans plus 50 basis points unless the Loan Documents at interest rate margins with respect to the time applicable existing Term Loans are increased by an amount equal to (x) the excess of the incurrence of interest rate margins with respect to such Incremental Term Loan unless either Loans over the corresponding interest rate margins on the respective applicable existing Term Loans minus (Ay) such covenants benefit all 50 basis points; provided, that in determining the excess of the Lenders or are otherwise consented to by interest rate margins between the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans and the applicable existing Term Loans for purposes of the foregoing clause (x), (1) original issue discount or upfront or similar fees (collectively, “OID”) payable by (as amended), taken as a whole as of the Closing Date did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein not misleading in light of the circumstances in which such information was provided; provided that, with respect to projections, estimates or other forward-looking information the Co- Borrowers and the Guarantors represent only that are Term Loans, respectively, made pursuant such information was prepared in good faith based upon assumptions believed to this Agreementbe reasonable at the time.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (United Airlines, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to the Incremental Commitments Increase shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of a loan made pursuant to the Incremental Increase the (“Incremental Term Loans Loan”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans made pursuant to Section 2.01 (it being understood that Incremental Term Loans may be a part of the “Existing Term Loans) and to the extent that the terms and provisions of the Incremental Term Loans Loan are not identical to the Term such Loans (except to the extent permitted by clause (iiiii), (iviii) or (viv) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans Loan must comply with clauses (iiiii), (iii) or (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any the Incremental Term Loans Loan shall be no shorter than the remaining weighted average life to maturity of the Existing Term Loans; (iii) the maturity date of the Incremental Term Loan shall not be earlier than the then existing latest Maturity Date of the Existing Term Loans; (iv) the maturity date of Incremental Term Loans (Applicable Rate for the Incremental Term Loan Maturity Date”) shall not be earlier determined by the Company and the Lenders of the Incremental Term Loan; provided that in the event that the Applicable Rate for the Incremental Term Loan is greater than the Applicable Rate for the Existing Term Loans, then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental the Existing Term Loans shall be reasonably acceptable increased to the Administrative Agent and extent necessary so that the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) Applicable Rate for the Incremental Term Loan is equal to the Applicable Rate for the Existing Term Loans; provided, further, that in determining the Applicable Rate applicable to the Existing Term Loans and the Incremental Term Loan, (x) original issue discount (“OID”) or upfront fees (which shall not contain additional be deemed to constitute like amounts of OID) paid or different covenants or financial covenants which are more restrictive in any material respect than payable by the covenants in Company to the Loan Documents at the time Lenders of the incurrence of such Existing Term Loans or the Incremental Term Loan unless either in the primary syndication thereof shall be included (Awith OID being equated to interest based on an assumed four-year life to maturity), and (y) such covenants benefit all customary arrangement or commitment fees paid or payable to each Arranger (or its respective affiliates) in connection with the Existing Term Loans or to one or more arrangers (or their affiliates) of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateIncremental Term Loan shall be excluded. The Incremental Commitments Increase shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersCompany, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental CommitmentIncrease, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.12. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, Loan made pursuant to this Agreement.

Appears in 1 contract

Samples: 364 Day Term Loan Credit Agreement (Fortive Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15. Within a reasonable time after the effective date of any increase or joinder, the Administrative Agent shall distribute such Increase Joinder to each of the Lenders. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.. This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary. ​ ​ ​ ​ -71- ​ ​ ​

Appears in 1 contract

Samples: Credit Agreement (TopBuild Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of (A) Incremental Revolving Commitments and Incremental Revolving Loans shall be on terms and conditions identical to the Revolving Facility then in effect other than in respect of any upfront fees and (B) Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase JoinderAmendment, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be otherwise reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms Applicable Margins and provisions of Revolving Credit fees for the Incremental Term Loans made pursuant to new Commitments shall be identical determined by the Borrower and the Lenders of the Incremental Term Loans; provided that, if the Applicable Margins (or similar measure of interest margin) for any Incremental Term Loans are more than 0.50% per annum higher than the Applicable Margins for the Initial Term Loans, then the Applicable Margins for the Initial Term Loans shall be increased to the Revolving Credit extent necessary so that the Applicable Margins (or similar measure of interest margin) for the Initial Term Loans are equal to the Applicable Margins for the Incremental Term Loans minus 0.50%; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) any pricing floors, recurring fees and all other similar fees, OID or upfront fees, in each case, payable by the Borrower, shall be included (with such OID being amortized over the shorter of (A) the Weighted Average Life to Maturity of such Incremental Term Loans and (B) four (4) years) and (y) customary arrangement, structuring, ticking or underwriting fees not payable to all Lenders in connection with the Initial Term Loans or the Incremental Term Loans shall be excluded; (iii) the weighted average life Weighted Average Life to maturity Maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the then existing Initial Term LoansLoans and the maturity date of any Incremental Facility shall not be earlier than the Maturity Date applicable to the Initial Term Loan; (iv) the maturity date of Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments pursuant to Section 2.09(a)(i) or any mandatory prepayments of Term Loans under Section 2.09(b), as specified in the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Dateapplicable Increase Amendment; (v) terms as to prepayments and amortization and pricing for Incremental Term such Loans shall be reasonably acceptable to secured by the Administrative Agent Collateral securing the Senior Credit Obligations (and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of not by any existing Incremental Term Facility other assets) and shall be acceptable to guaranteed by the Administrative Agent)Guarantors and no other Persons; and (vi) the terms of such Incremental Facility, to the extent not otherwise addressed in the foregoing clauses (i) through (v), shall be as set forth in the applicable Increase Amendment, provided that no Incremental Term Facility may have covenants or defaults (other than pricing, call protection and premiums) more favorable to the Lenders in respect of such Incremental Term Facility than the terms applicable to the Initial Term Loans or any prior Class of Incremental Term Loans shall not contain additional or different (except for covenants or financial covenants which are more restrictive in any material respect than defaults applicable solely after the covenants in latest Maturity Date of the Loan Documents Term Loans or such prior Class of Incremental Term Loans at the time of the incurrence of incurrence) unless such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or terms are otherwise consented agreed to by the Administrative Agent or (B) and the Lenders in respect of the Term Loans then outstanding receive the benefit of such covenants apply only after the Facility Termination Dateterms. The Incremental Term Loan Commitments and the Incremental Revolving Commitments shall be effected by a an amendment and, if applicable, joinder agreement (the “Increase JoinderAmendment”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase Joinder Amendment 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments 2.15 and Incremental Term Loans that are Term Loans, respectively, made pursuant to may constitute an amendment and restatement of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Teladoc, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except be as otherwise set forth herein or in agreed upon between the Increase Joinder, identical to Borrower and the Term applicable Lenders providing such Loans (it being understood that the Incremental Term Loans may be a part of the 2015 Term Loans or any other Class of Term Loans); (ii) the maturity date of any Loans made pursuant to Incremental Term Loan Commitments shall be no earlier than the Term Loan Maturity Date applicable to the 2015 Term Loans that have not been extended pursuant to Section 2.28; (iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than the Weighted Average Life to Maturity of the 2015 Term Loans made on the Restatement Effective Date; (iv) the interest rate margins for new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing such Loans; provided, however, that, with respect to any Class of Incremental Term Loans, if the All-In Initial Yield on such Class of Incremental Term Loans exceeds the All-In Initial Yield on the 2015 Term Loans funded hereunder (the “Original Term Loans”) by more than 50 basis points (the amount of such excess, if any, above 50 basis points being referred to herein as the “Yield Differential”), then the interest rate margin (and, as provided in the following proviso, the LIBO Rate floor) then in effect for the Original Term Loans shall be increased to eliminate such Yield Differential; provided that, to the extent any portion of the Yield Differential is attributable to any LIBO Rate floor applicable to such Class of Incremental Term Loans exceeding the LIBO Rate floor applicable to the Original Term Loans, the LIBO Rate floor applicable to the Original Term Loans shall first be increased to eliminate such Yield Differential to an amount not to exceed the LIBO Rate floor applicable to such Class of Incremental Term Loans prior to any increase in the interest rate margin applicable to such Original Term Loans. (v) the maturity date of any Revolving Loans extended pursuant to such new Commitments shall be no earlier than the Revolving Facility Maturity Date applicable to the Revolving Commitments that have not been extended pursuant to Section 2.28; (vi) any Revolving Commitments established pursuant to such Incremental Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to the Revolving Facility Maturity Date; and (vii) to the extent that the terms and provisions of Incremental Term Loans or the Revolving Loans made pursuant to Incremental Revolving Commitments are not identical consistent with an outstanding Class of Term Loans or to the Term Loans outstanding Revolving Loans, as applicable (except to the extent permitted by clause clauses (i), (ii), (iii), (iv) or ), (v) belowand (vi) they above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateBorrower. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding anything else to the provisions of Section 10.01contrary in this Agreement or the other Loan Documents, the Increase 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 reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this Section 2.142.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental any increased Revolving Commitments and any Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: First Amendment and Restatement Agreement (American Airlines Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to Incremental Term Loans Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term B Loans (it being understood that Incremental Term Loans may be a part of a new or existing tranche of the Term B Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term B Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;Date of the existing Term B Loans; and (v) terms as to prepayments and amortization and pricing the Applicable Rate for the Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loans is greater than the Applicable Rate for the Term B Loans, then the Applicable Rate for the Term B Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the Term B Loans; provided, further, that in determining the Applicable Rate applicable to the Term B Loans and the relevant Lenders Incremental Term Loans, (it being understood that terms that are no less favorable x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Borrowers than those Lenders of any existing the Term B Loans or the Incremental Term Facility Loans in the primary syndication thereof shall be acceptable included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Administrative Agent); and Arrangers (vior their affiliates) in connection with the Term B Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datebe excluded. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term B Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this AgreementSection 2.14.

Appears in 1 contract

Samples: Credit Agreement (Commscope Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that in the event that the All-In Yield for any Incremental Term Loan is greater than the All-In Yield for the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the Administrative Agent and extent necessary so that the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) All-In Yield for the Incremental Term Loans shall is not contain additional or different covenants or financial covenants which are more restrictive in any material respect than 50 basis points higher than the covenants in All-In Yield for the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Casella Waste Systems Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Loans made pursuant to the Incremental Term Loans Loan Commitments (the “Incremental Term Loans”) shall be, except as to pricing, amortization, maturity date and as otherwise set forth herein or in the Increase Joinder, identical to the Tranche B Term Loans (it being understood that Incremental Term Loans may be a part of under the Term Loans) Fourth Amended and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) belowRestated Credit Agreement; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new the Incremental Revolving Commitments shall be be, except as to pricing and as otherwise set forth herein or in the Increase Joinder, identical to the Tranche 2 Revolving Credit Loans;; and (iii) the weighted average life to maturity date of any the Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Tranche 2 Revolving Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Incremental Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans or Incremental Term Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreementthe new Commitments.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Terms of New Loans and Commitments. The terms Incremental Term Loans and provisions Incremental Revolving Loans may but need not be part of the same Class as an existing Class of Loans made pursuant and Borrowings, and the representations, warranties, covenants and Events of Default applicable to each Incremental Facility shall be identical to the representations, warranties, covenants and Events of Default applicable to the then existing Classes of Loans and Commitments under this Agreement; provided that any Incremental Facility may contain additional or different covenants applicable during periods after the latest Maturity Date, Incremental Term Maturity Date or Incremental Revolving Maturity Date applicable to any existing Class of Loans and Commitments. The pricing and maturity terms of the Incremental Facilities shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to in the Administrative Agent and the relevant Lenders: Incremental Facility Amendment; provided that (i) terms the Loans and provisions of Commitments under any Incremental Term Loans Facility shall be, except as otherwise set forth herein not mature or in the Increase Joinder, identical have a scheduled termination date prior to the Term Loans Maturity Date; (it being understood that ii) any Incremental Term Loans may be not have a part weighted average life to maturity prior to the Maturity Date; (iii) no Incremental Facility shall require any mandatory prepayments or commitment reductions prior to the Maturity Date, (iii) no Incremental Facility shall require any amortization of the Term Loans) and Loans or Commitments thereunder prior to the extent that Maturity Date, other than, in the terms and provisions case of Incremental Term Loans are Loans, amortization in amounts not identical to in excess of 5.00% per annum of the Term Loans (except to the extent permitted by clause (iii), initial principal amount thereof; (iv) or the terms of each Revolving Commitment Increase (v) below) they other than the maturity date thereof, which shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses clause (iii), (ivi) and (vabove) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; Commitments; and (iiiv) the weighted average life fees (other than fronting fees) payable in respect of any letters of credit issued under any Incremental Revolving Commitment will be identical to maturity those applicable to the Letters of Credit. None of the Issuing Banks immediately prior to the effectiveness of any Incremental Term Loans Revolving Commitments shall be no shorter have any obligation to issue any Letters of Credit after the Maturity Date in effect immediately prior to the effectiveness of any Incremental Revolving Commitments, or any Letters of Credit expiring later than the remaining weighted average life date that is five Business Days prior to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan such Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Fourth Amendment Agreement (TPG Partners, LLC)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Joinder providing for such Incremental Term Loans (it being understood that Incremental Term Loans may be a part of the Initial Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (iii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to final maturity date of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Date of any Class of Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders then outstanding, (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (viii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not contain additional or different covenants or financial covenants which are be shorter than the remaining Weighted Average Life to Maturity of any Class of Term Loans then outstanding, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any mandatory prepayment hereunder (other than scheduled amortization payments) and (iv) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (iii) above) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Facility or Initial Term Loans, except to the extent (a) this Agreement shall be modified to grant the Revolving Facility and Initial Term Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in any material respect than the covenants in the Loan Documents effect at the time of the incurrence or issuance of such Incremental Term Loan unless either Loans or (Ac) such covenants benefit all of the Lenders or are as otherwise consented to agreed by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datein its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental increased or new Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding For purposes of this Agreement and the provisions other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of Section 10.01, the such Incremental Term Loan. The Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.21. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectivelyand Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Frontier Communications Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental the new Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of (A) Incremental Revolving Commitments and Incremental Revolving Loans shall be, except as otherwise set forth herein, (i) in the case of Incremental Revolving Commitments or Incremental Revolving Loans establishing the initial Revolving Credit Facility, on terms and conditions identical to those of the Term Loans, provided that the provisions of this Article II and Articles IV, VII, IX, and X, and defined terms relating thereto, shall be amended by the Borrower and the Administrative Agent to incorporate provisions reasonably satisfactory to the Administrative Agent and the Borrower and customary for revolving credit facilities, including, without limitation, (1) extensions of the maturity date of the Incremental Revolving Commitments on terms consistent with Section 2.16, (2) customary provisions relating to borrowing procedures and requirements, (3) customary differences with respect to assignments and participations, (4) customary voting and approval rights of any letter of credit issuer or swing line lender, (5) “defaulting lender” and cash collateralization requirements customary for revolving credit facilities (and letter of credit and swingline sub-facilities) and (6) application of proceeds of voluntary and mandatory prepayments (which shall, in the case of mandatory prepayments, require the prepayment in full of all Term Loans and Incremental Term Loans prior to the application of mandatory prepayments to the Revolving Credit Facility and any extensions of credit thereunder) and conforming amendments shall be effected to the terms hereof by the Borrower and the Administrative Agent, in each case without the consent of any other Lender, and (ii) in the case of subsequent Incremental Revolving Commitments and Incremental Loans, identical to the Incremental Revolving Commitments and Incremental Revolving Loans, respectively, under the initial Revolving Credit Facility and (B) Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase JoinderAmendment, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be otherwise reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms Applicable Margins and provisions fees for the Incremental Loans and any commitment fees or letter of credit fees in respect of any Incremental Revolving Credit Loans made pursuant to new Commitments shall be identical determined by the Borrower and the Lenders of the Incremental Loans; provided that, if the Applicable Margins (or similar measure of interest margin) for any Incremental Term Loans are more than 0.50% per annum higher than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the Revolving Credit extent necessary so that the Applicable Margins (or similar measure of interest margin) for the Term Loans are equal to the Applicable Margins for the Incremental Term Loans minus 0.50%; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees shall be included (with OID being equated to interest based on an assumed four year life to maturity) and (y) customary arrangement or underwriting fees not payable to all Lenders in connection with the Term Loans or the Incremental Term Loans shall be excluded; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) Loans and the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;Date applicable to the Term Loans. The Incremental Loans shall share ratably with the Term Loans with respect to Guaranty, Collateral and, except as set forth above with respect to mandatory prepayments, mandatory prepayments and other payment rights; and (viv) terms as to prepayments the extent not otherwise consistent with this Agreement, documentation in respect of the Incremental Revolving Loans and amortization and pricing for Incremental Term Loans shall be otherwise reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable satisfactory to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such . The Incremental Term Loan unless either (A) such covenants benefit all of Commitments and the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Revolving Commitments shall be effected by a an amendment and, if applicable, joinder agreement (the “Increase JoinderAmendment”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the The Increase Joinder Amendment 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.15 and may constitute an amendment and restatement of this Agreement. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, deemed to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Amag Pharmaceuticals Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the 70290124_9 Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Granite Construction Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term A Loans (it being understood that Incremental Term Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term A Loans (except to the extent permitted by clause (iii), (iv) or (vvi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (vvi) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments Incremental Revolving Increases shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term A Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Term A Loan Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those maturity date of any existing Incremental Term Revolving Facility (the “Incremental Revolving Maturity Date”) shall not be acceptable to earlier than the Administrative Agent)then Revolving Credit Maturity Date; and (vi) the Applicable Rate for Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than be determined by the covenants in Term Borrower and the Loan Documents at the time of the incurrence Lenders of such Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan unless either is greater than the Applicable Rate for the Term A Loans by more than 50 basis points, then the Applicable Rate for the Term A Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is 50 basis points higher than the Applicable Rate for the Term A Loans; provided, further, that in determining the Applicable Rate applicable to the Term A Loans and the Incremental Term Loans, (Ax) such covenants benefit all original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the applicable Borrower to the Lenders of the Lenders Term A Loans or are otherwise consented the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to by interest based on an assumed four-year life to maturity), (y) customary arrangement, structuring or commitment fees payable to the Administrative Agent Arrangers (or their respective affiliates) in connection with the Term A Loans or to one or more arrangers (Bor their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the existing Term A Loans, the difference between such covenants apply only after floor for the Facility Termination DateIncremental Term Loans and the existing Term A Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (vi). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowersapplicable Borrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term A Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term A Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (International Money Express, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and and, to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) ), they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;; and (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Company and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans, then the Applicable Rate for the Term Loans shall be increased to the Administrative Agent extent necessary so that the Applicable Rate for the Incremental Term Loans is equal to the Applicable Rate for the Term Loans, and the relevant Lenders Applicable Rate for Revolving Loans (it being understood that terms that are no less favorable at each point in the table set forth in the definition of “Applicable Rate,” to the Borrowers than those extent applicable) shall be increased by the same number of any existing basis points as the Applicable Rate for the Term Loan is increased; provided, further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Facility Loans, (x) original issue discount (“OID”) or upfront fees (which shall be acceptable deemed to constitute like amounts of OID) payable by the Company to the Administrative AgentLenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); and (viy) customary arrangement or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Term Loans or to one (1) or more arrangers (or their affiliates) of the Incremental Term Loans shall not contain additional be excluded; and (z) if the BSBY or different covenants or financial covenants which are more restrictive in any material respect Base Rate “floor” for the Incremental Term Loans is greater than the covenants BSBY or Base Rate “floor,” respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Loan Documents at the time Applicable Rate for purposes of the incurrence of such Incremental Term Loan unless either this clause (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datev). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersCompany, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.16. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.16 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Ufp Technologies Inc)

Terms of New Loans and Commitments. The terms and provisions of Incremental Revolving Commitments shall be identical to the terms of the Revolving Credit Facility and shall be documented as an increase to the Revolving Credit Facility. The terms and provisions of Term Loans made pursuant to Incremental Term Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans (other than any Term A Loans incurred pursuant to the Inside Maturity Basket) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause clauses (ii), (iii), (iv), (v) or (vi) (iv), (v) belowor (vi) below and excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or redemption terms) they shall be (in the reasonable judgment of the Borrower), taken as a whole, not materially more restrictive than the terms of this Agreement (as reasonably satisfactory determined by the Borrower) unless such more restrictive term or provision applies only after the Latest Maturity Date of any Term Loan in effect immediately prior to the incurrence of such Incremental Term Loans or the Administrative AgentAgent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term or provision to apply to the then-existing Term Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender); provided that in any event the Incremental Term Loans must comply with clauses (ii), (iii), (iv), (v) (iv), (v) and (vvi)(vi) below; (ii) shall (x) rank pari passu in right of payment and of security with the terms and provisions Term Loans (or at the option of Revolving Credit Loans made pursuant to new Commitments shall be identical the Borrower, rank junior in right of payment and/or of security to the Revolving Credit Loans;Term Loans or be unsecured) and (y) have no obligors other than the Loan Parties, (iii) unless otherwise agreed by the Lenders making such Incremental Term Loans (to accept a less than ratable share), shall participate on a pro rata basis in any prepayments of Term Loans hereunder; provided that any Incremental Term Loans that rank junior in right of security to the Term Loans or are unsecured shall participate on a less than pro rata basis in any prepayments of Term Loans hereunder; (iv) the amortization requirements may differ from those of the then existing Term Loans, but except in the case of (x) Customary Bridge Loans and (y) the Inside Maturity Basket, the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (ivv) except in the case of (x) Customary Bridge Loans and (y) the Inside Maturity Basket, the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity DateDate of any other Term Loans (the provisions of this clause (v) and the preceding clause (iv), whether applied to Incremental Term Loans or mutatis mutandis to other Indebtedness permitted under this Agreement where specified herein, the “Maturity Limitation”); (vvi) terms as to prepayments and amortization and pricing the All-in Yield for Incremental Term Loans shall be reasonably acceptable determined by the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the All-in Yield for any Incremental Term Loan that is pari passu in right of payment and with respect to security with the 2018 Term Loans incurred within six (6) months after the 2018 Refinancing Amendment Effective Date is greater than the All-in Yield for the 2018 Term Loans by more than 75 basis points, then the Applicable Rate for the 2018 Term Loans shall be increased to the Administrative Agent and extent necessary so that the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing All-in Yield for such Incremental Term Facility Loan is 75 basis points higher than the All-in Yield for the 2018 Term Loans (provided that any increase in the All-in Yield of the 2018 Term Loans attributable to a eurodollar rate floor or alternative base rate floor in respect of such Incremental Term Loans shall be acceptable in the form of an increase to Term SOFR floor or Base Rate floor) (the Administrative Agentprovisions of this clause (vi), whether applied to Incremental Term Loans or mutatis mutandis to other pari passu secured Indebtedness permitted under this Agreement where specified herein, the “MFN Provision”); and (vivii) the Incremental Term Loans that are unsecured or secured on a junior basis to the Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants be evidenced by a separate loan agreement and, in the Loan Documents at the time case of the incurrence of such junior secured Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented Loans, subject to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Datean Other Intercreditor Agreement. The Incremental Term Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Term Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0110.0110.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.142.132.15. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or (x) Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Termmade pursuant to this Agreement and (y) Revolving Credit Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Revolving Loans, respectively, made pursuant to this Agreement. This Section 2.13 shall supersede any provisions in Section 2.112.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Incremental Amendment Agreement (Ciena Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term A Loans (it being understood that Incremental Term Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term A Loans (except to the extent permitted by clause clauses (iii), (iv) or and (vvi) below) they shall not be reasonably satisfactory materially more favorable to the Administrative Agentlenders providing such Incremental Term Loans than the terms applicable to the Term A Loans; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (vvi) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments Incremental Revolving Increases shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term A Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Term A Loan Maturity Date; (v) terms as to prepayments and amortization and pricing for Incremental Term Loans shall be reasonably acceptable to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those maturity date of any existing Incremental Term Revolving Facility (the “Incremental Revolving Maturity Date”) shall not be acceptable to earlier than the Administrative Agent)then Revolving Credit Maturity Date; and (vi) the Applicable Rate for Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than be determined by the covenants in Term Borrower and the Loan Documents at the time of the incurrence Lenders of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowersapplicable Borrower, the Administrative Agent, each Lender Agent and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term A Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term A Loans, respectively, made pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (International Money Express, Inc.)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Maturity Date;; and (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable to determined by the Administrative Agent Borrower and the relevant Lenders (it being understood that terms that are no less favorable to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to the Administrative Agent); and (vi) the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination DateLoans. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the BorrowersBorrower, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.0111.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (TUTOR PERINI Corp)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lendersfollows: (i) terms and provisions of term loans made pursuant to any Incremental Term Loans Commitment (each, an “Incremental Term Loan”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term existing Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term existing Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans;[Reserved] (iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than 75% of the remaining weighted average life time to maturity of the then existing Term LoansFinal Loan Maturity Date; (iv) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then Latest Final Loan Maturity Date; (v) terms as to prepayments and amortization and pricing the Applicable Rate for Incremental Term Loans shall be reasonably acceptable determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for Eurodollar Rate Loans by more than 25 basis points, then the Applicable Rate for Eurodollar Rate Loans and the Letter of Credit Fees (at each point in the table set forth in the definition of “Applicable Rate,” to the Administrative Agent and the relevant Lenders (it being understood that terms that are no less favorable extent applicable) shall be increased to the Borrowers than those of any existing Incremental Term Facility shall be acceptable to extent necessary so that the Administrative Agent); and (vi) Applicable Rate for the Incremental Term Loans shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect is no greater than 25 basis points higher than the covenants Applicable Rate for Eurodollar Rate Loans at the then applicable pricing level in the Loan Documents at table set forth in the time definition of “Applicable Rate”; provided, further, that in determining the Applicable Rate applicable to the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Lenders of the incurrence of such Incremental Term Loan unless either (A) such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent or (B) such covenants apply only after the Facility Termination Date. The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent, each Lender and each Proposed New Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase 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 reasonable opinion of the Administrative Agent, to effect the provisions and intent of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are Term Loans, respectively, made pursuant in the primary syndication thereof shall be included (with OID being equated to this Agreement.interest based on an assumed four-year life to maturity),

Appears in 1 contract

Samples: Revolving Credit Agreement