U.S. Term Loan. Subject to the terms and conditions set forth herein, each U.S. Term Lender severally agrees to make a single loan to the Borrower (each such loan and each loan, if any, made under the Incremental U.S. Term Commitments, referred to individually as a “U.S. Term Loan” and, collectively, the “U.S. Term Loans”), in Dollars, on the Closing Date, in an aggregate amount equal to such U.S. Term Lender’s U.S. Term Commitment. In addition, in the event of the establishment of one or more Incremental U.S. Term Commitments as provided in Section 2.17, each Incremental U.S. Term Lender hereby severally agrees, on the terms and subject to the conditions of this Agreement, to make a single U.S. Term Loan to the Borrower on the effective date of the establishment of each such Incremental U.S. Term Commitment, in a principal amount equal to such Incremental U.S. Term Lender’s (i) increase to its U.S. Term Commitment or (ii) U.S. Term Commitment, as applicable. Each U.S. Term Borrowing shall consist of U.S. Term Loans made simultaneously by the U.S. Term Lenders. After giving effect to each U.S. Term Loan the Outstanding Amount of all U.S. Term Loans shall not exceed the U.S. Term Facility as then in effect. U.S. Term Borrowings prepaid or repaid, in whole or in part, may not be reborrowed. U.S. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, any U.S. Term Borrowing made on the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter to the Administrative Agent not less than three (3) Business Days prior to the date of such U.S. Term Borrowing.
U.S. Term Loan. (i) Subject to the terms and conditions hereof, each Existing U.S. Term Lender agrees to make a term loan denominated in U.S. Dollars (collectively, the “Original U.S. Term Loan”) on the Closing Date to U.S. Borrower in the original principal amount of its Original U.S. Term Loan Commitment. The obligations of each U.S. Term Lender hereunder shall be several and not joint. The U.S. Term Loan may be evidenced by promissory notes substantially in the form of Exhibit 1.1(b)-1(i) (each a “U.S. Term Note” and collectively the “U.S. Term Notes”), and, except as provided in Section 1.9, if so requested by any Existing U.S. Term Lender by written notice to the U.S. Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter by any U.S. Term Lender, U.S. Borrower shall execute and deliver each U.S. Term Note to the applicable U.S. Term Lender. Each U.S. Term Note shall represent the obligation of U.S. Borrower to pay the amount of the applicable U.S. Term Lender’s applicable U.S. Term Loan Commitment, together with interest thereon as prescribed in Section 1.5.
(ii) U.S. Borrower shall repay the principal amount of the Original U.S. Term Loan in equal quarterly installments, each in an amount equal to 0.25% of the original principal amount of the Original U.S. Term Loan, on the first Business Day of January, April, July and October of each year, commencing April 2, 2007. The final installment due on the Original Term Loan Maturity Date shall be in the amount of the remaining principal balance of the Original U.S. Term Loan.
(iii) In addition, (x) the aggregate outstanding principal balance of the Original U.S. Term Loan shall be due and payable in full in immediately available funds on the Original Term Loan Maturity Date, if not sooner paid in full, (y) the aggregate outstanding principal balance of the Tranche A Extended U.S. Term Loan shall be due and payable in full in immediately available funds on the Tranche A Extended Term Loan Maturity Date, if not sooner paid in full and (z) the aggregate outstanding principal balance of all other U.S. Term Loans, if any, shall be due and payable in full in immediately available funds on the applicable Extended Term Loan Maturity Date set forth in the applicable Joinder Agreement or Extension Agreement, as applicable, if not sooner paid in full. No payment with respect to the U.S. Term Loan may be reborrowed.
(iv) Each payment of principal with respect to ...
U.S. Term Loan. (i) On the Existing Closing Date, each US Term Lender made a term loan denominated in US Dollars (collectively, the "US Term Loan") to Grand River in the original principal amount of its US Term Loan Commitment. Grand River acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the aggregate outstanding principal balance of the "US Term Loan" under the Existing Credit Agreement is US $17,233,333.29, which amount shall be deemed to have been, and hereby is, on the Restatement Closing Date, converted into the outstanding principal balance of the US Term Loan hereunder, without constituting a novation. Each US Term Lender that holds a portion of the Existing US Term Loan under the Existing Credit Agreement that is converted into a portion of the US Term Loan hereunder pursuant to the preceding sentence shall be deemed to have satisfied all of its US Term Loan funding obligations hereunder to the extent the Existing US Term Loan held by such US Term Lender under the Existing Credit Agreement is converted to outstanding principal under the US Term Loan hereunder in accordance with the foregoing provisions of this Section 1.1(d). The US Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(d) (each, a "US Term Note" and, collectively, the "US Term Notes"), and, except as provided in Section 1.12, Grand River shall execute and deliver each US Term Note to the applicable US Term Lender. Each US Term Note shall represent the obligation of Grand River to pay the amount of the applicable US Term Lender's US Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. All US Term Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement).
(ii) Grand River shall repay the principal amount of the US Term Loan in equal quarterly installments of US$366,666.67 on the first day of each March, June, September and December of each year. The final installment due on the Commitment Termination Date shall be the remaining principal balance of the US Term Loan and any accrued and unpaid interest.
(iii) Notwithstanding Section 1.1(d)(ii), the aggregate outstanding principal balance of the US Term Loan shall be due and payable in full in immediately available funds on the Commitment Termi...
U.S. Term Loan. Subject to the terms and conditions hereof, each Lender, severally and for itself alone, agrees to lend to US Borrower, in a single disbursement in Dollars on the Effective Date an amount equal to such Lender’s Percentage of the US Term Loan.
U.S. Term Loan. U.S. Borrower may at any time on at least one (1) Business Day’s prior written notice to Administrative Agent voluntarily prepay all or part of the U.S. Term Loan without premium or penalty (other than as set forth in Section 1.3(a)(viii)); provided that any such prepayment shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount.
U.S. Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “U.S. Term Loan”) to the Company in Dollars in a single Borrowing to occur on any Business Day during the U.S. Term Loan Availability Period in an amount not to exceed such Lender’s U.S. Term Loan Commitment. Amounts repaid on the U.S. Term Loan may not be reborrowed. The U.S. Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.
U.S. Term Loan. The Borrower will be entitled, subject to the provisions hereof dealing with Hostile Acquisitions, to use the proceeds of the U.S. Term Loan for:
(i) the Transaction; and
(ii) any other purpose that has been consented to in writing by the Lenders prior to such use”.
(m) Section 3.10(b) on page 10 of the Credit Agreement is hereby amended by adding the words “and the U.S. Term Loan” after the words “Term Loan” in the first line of such Section.
(n) The table immediately following subsection 3.11(a)(v) is hereby deleted in its entirety and replaced with the following: III > 1.50:1 < 2.00:1 50 bps 200 bps 200 bps 40 bps II > 1.00:1 < 1.50:1 0 bps 150 bps 150 bps 30 bps I < 1.00:1 0 bps 100 bps 100 bps 25 bps
(o) Section 3.11(b) of the Credit Agreement is renumbered to be 3.11(b)(A) and the following is hereby added as a new Section 3.11(b)(B):
U.S. Term Loan. The Company shall repay the outstanding principal amount of the U.S. Term Loan in quarterly installments on the last Business Day of each March, June, September and December (commencing with the first such date occurring within the first full fiscal quarter following the date of the initial Borrowing of the U.S. Term Loan and in each case in an amount equal to 1.25% of the outstanding principal amount of the U.S. Term Loan with the remaining outstanding principal balance due and payable on the Maturity Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02.
U.S. Term Loan. (a) U.S.
U.S. Term Loan. The U.S. Borrower shall repay to the Lender the aggregate principal amount of the U.S. Term Loan outstanding in installments, with each payment of the U.S. Term Facility to be due and payable on the last day of each Fiscal Quarter of the Borrowers (commending with the Fiscal Quarter ending January 31, 2018) and each such quarterly payment to be in the amount of $750,000 (which amount shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the U.S. Term Loan shall be repaid on the Maturity Date for the U.S. Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all U.S. Term Loans outstanding on such date and (ii) (A) if any principal repayment installment to be made by the U.S. Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (B) if any principal repayment installment to be made by the U.S. Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
