Additional Facility. (a) U.S. Borrower and European Borrower shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IX), and from time to time after the Fourth Amendment Effective Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to such Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding), which loans may be incurred as (i) one or more tranches of additional term loans (the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than latest Term Maturity Date; provided, that the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term Facilities, and/or (ii) increases to one or more existing Term Facilities (collectively, “Additional Facilities”). Notwithstanding the foregoing, the Additional Term B Dollar Loans advanced on the Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Additional Facility. (a) U.S. Any Borrower and European Borrower (other than OI Europe or O-I Canada) shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists; provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, no Event of Default under Section 10.1(a) or Section 10.1(i) then exists and (y) Crown Holdings Company shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and the application of the proceeds thereof (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder) and evidencing compliance with the covenants covenant set forth in Article IX); provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, such Compliance Certificate may, at Company’s election, be delivered at the time of entry into definitive documentation for an Acquisition permitted pursuant to Section 8.3 evidencing compliance with the covenant set forth in Article IX (on a Pro Forma Basis giving pro forma effect to such incurrence and the application of the proceeds thereof (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder)) as of the last day of the Fiscal Quarter immediately preceding the entry into such definitive documentation, and from time to time after the Fourth Amendment Effective Closing Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such commitments and loans to such Borrower, loans and commitments to make loans in Dollars or in an Alternative Currency, in an aggregate principal amount not to exceed an amount equal to the sum of (A)(i) $300,000,000 1,500,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding) minus (ii) the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date plus (B) the amount of any optional prepayment of any Loan, including any Loan under any Additional Facility (other than, in each case, incurred pursuant to clause (C) below) (accompanied, to the extent such prepayments are of Loans under any Revolving Facility and/or any Additional Revolving Commitments, by a permanent commitment reduction in the like amount under such Revolving Facility and/or Additional Revolving Commitments) so long as, in the case of any such optional prepayment, such prepayment was not funded with the proceeds of a contemporaneous refinancing with new long-term Indebtedness plus (C) an amount such that, at the time of the incurrence of the applicable Additional Facility (after giving effect to the full utilization of the applicable Additional Facility and the application of the proceeds thereof, excluding the cash proceeds of such incurrence) the Secured Leverage Ratio (calculated as though the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date was outstanding on such date) does not exceed 2.00:1.00 (such amount, the “Incremental Cap”) (it being acknowledged that each Additional Facility under this Section shall be incurred under clause (C) if clause (C) is available at the time of such incurrence up to the maximum amount available, and any additional amounts incurred at any time that clause (C) is unavailable shall be incurred under clauses (A) and/or (B), and any simultaneous incurrence under clauses (A) and/or (B) shall not be given pro forma effect for purposes of determining the Secured Leverage Ratio with respect to any incurrence under clause (C)), which loans may be incurred as (i) commitments to increase any tranche of Revolving Commitments (“Additional Revolving Commitments”), (ii) one or more tranches of additional term loans substantially similar to the Term Loans of a particular Term Loan Facility (the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility such Term Loan Facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan Loans with the then longest Weighted Average Life to Maturity and a final maturity date no earlier than the latest Term Loan Maturity DateDate and/or (iii) increases to one or more existing Term Loan Facilities (collectively, “Additional Facilities”); provided, that no Additional Term Loans, Additional Revolving Commitments or Additional Facilities shall be guaranteed by entities other than the Loan Parties (other than OI Europe) and the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesLoan Facilities (other than as to pricing, and/or (ii) increases fees and other economic terms, and provided, that the applicable Borrower shall have the right to one or more unilaterally provide the existing Term Facilities Loan Lenders with additional rights and benefits (collectively, such rights and benefits “Additional FacilitiesIncremental Rights”) and the “substantially similar” requirement of this proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits). Notwithstanding the foregoing; provided further, that any existing Lender approached to provide all or a portion of the Additional Term B Dollar Loans advanced on the Facilities may elect or decline, in its sole discretion, to provide such Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceFacilities.
Appears in 2 contracts
Samples: Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc), Assignment and Assumption Agreement (Owens-Illinois Group Inc)
Additional Facility. (a) U.S. Borrower and European Borrower shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IX), and from time to time after the Fourth Sixth Amendment Effective Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to such Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 1,000,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding), which loans may be incurred as (i) one or more tranches of additional term loans (the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than latest Term Maturity Date; provided, that the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesFacilities (other than as to pricing, fees and other economic terms), and/or (ii) increases to one or more existing Term Facilities (collectively, “Additional Facilities”). Notwithstanding the foregoing, the Additional Term B Dollar Loans and the Term Euro Loans advanced on the Additional Term B Dollar Borrowing Date and the Term Euro Borrowing Date, respectively, shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 1,000,000,000 limitation set forth in the preceding sentence.
Appears in 1 contract
Additional Facility. (a) U.S. Borrower and European Borrower Borrowers shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings Borrowers shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IX), and from time to time after the Fourth Amendment Effective Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to such the applicable Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 1,000,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding), which loans may be incurred as (i) one or more tranches of additional term loans (the “Additional Term Loans”) as determined allocated by Administrative Agent and Company that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the existing Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest existing Term Maturity Date; provided, that the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesFacilities (other than as to pricing, and/or fees and other economic terms), (ii) increases to one or more existing Term Facilities and/or (iii) increases to the Multicurrency Revolving Credit Facility; provided that increases to the Multicurrency Revolving Credit Facility shall not exceed an aggregate of more than $250,000,000 (or the Dollar Equivalent thereof at the time of funding) (collectively, “Additional Facilities”). Notwithstanding Any Person which becomes a Lender with respect to a tranche of Additional Term Loans added pursuant to this Section 2.9 (each such Lender, a “New Term Loan Lender”) hereby acknowledges and agrees that the foregoingterm of the Multicurrency Revolving Facility and each subfacility thereof may be extended or replaced and that each New Term Loan Lender, solely with respect to the Additional Term B Dollar Loans advanced on held by such New Term Lender, agrees in advance to any changes made to this Credit Agreement in order to implement such extension or replacement (including changes with respect to pricing, fees and other economic terms relating solely to such extended or replaced facility or facilities) as may be reasonably proposed to be made by Company (Company’s signature to be conclusive evidence of such reasonability). Each New Term Loan Lender hereby agrees to take such actions and execute and deliver such amendments, agreements, instruments or documents as the Additional Term B Dollar Borrowing Date Administrative Agent may reasonably request to give effect to the preceding sentence, provided that the foregoing provision shall not be Additional construed to require a New Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceLoan Lender to execute any amendment, agreement, instrument or document which contains changes other than those relating solely to such extended or replaced facility or facilities.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Additional Facility. (a) U.S. Borrower and European Borrower Borrowers shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings Borrowers shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IXIX and a pro forma Senior Secured Leverage Ratio of not more than 2.25:1.0 as of the last day of such period), and from time to time after the Fourth Amendment Effective Syndication Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to such the applicable Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding), which loans may be incurred as (i) one or more tranches of additional term loans (the “"Additional Term Loans”") as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than latest Term Maturity Date; provided, that (i) the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term Facilities, and/or Loan Facilities and (ii) increases the applicable margins (which, for such purposes only, shall be deemed to one include all upfront or more existing similar fees or original issue discount (amortized over the life of such loan) payable to all Lenders providing such Additional Term Facilities (collectivelyLoans, “but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Facilities”). Notwithstanding Term Loans) determined as of the foregoing, initial funding date for such Additional Term Loans shall not be greater than 0.50% above the Additional applicable margins then in effect for Term B Dollar Loans advanced or Term B Euro Loans, as applicable based on the currency of the Additional Term Loan (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the life of such loan) paid to all Term B Dollar Borrowing Date shall not be Lenders or Term B Euro Lenders, as applicable based on the currency of the Additional Term Loans and therefore as of the initial funding date for such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceshared with all Term B Dollar Lenders).
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Additional Facility. (a) U.S. Borrower and European Borrower shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder) and evidencing compliance with the covenants covenant set forth in Article IX), and from time to time after the Fourth Amendment Effective Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such commitments and loans to such Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding)Incremental Cap, which loans may be incurred as (i) commitments to increase any tranche of Revolving Commitments (“Additional Revolving Credit Commitments”), (ii) one or more tranches of additional term loans (the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan Loans with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the then latest Term Maturity DateDate and/or (iii) increases to one or more existing Term Facilities (collectively, “Additional Facilities”); provided, that the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term Facilities, and/or (ii) increases to one or more existing Term Facilities (collectivelyother than as to pricing, “fees and other economic terms) or otherwise reasonably satisfactory to the Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Additional Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Term Loans); provided further, that any existing Lender approached to provide all or a portion of the Additional Facilities may elect or decline, in its sole discretion, to provide such Additional Facilities”. Any Additional Facility shall rank pari passu with any then-existing tranche of Loans and/or Revolving Commitments and/or Additional Facility Commitments in right of payment and shall rank pari passu with any then-existing tranche of Loans incurred by and/or Revolving Commitments and/or Additional Facility Commitments made available to the same Borrower in right of guarantees and security. No Additional Facility may be (x) guaranteed by any Person which is not a Credit Party or (y) secured by any assets other than, to the extent secured on the same terms as the Obligations (including with respect to Collateral release). Notwithstanding the foregoing, the Collateral. Each New Lender that becomes a Lender with respect to a tranche of Additional Facilities pursuant to Section 2.9 hereby acknowledges and agrees that the term of each Term B Dollar Loans advanced on Facility, each Revolving Facility and each sub-facility thereof may be extended or replaced and that each New Lender, solely with respect to the Additional Term B Dollar Borrowing Date Facilities held by such New Lender, agrees in advance to any changes made to this Agreement and the other Loan Documents in order to implement such extension or replacement (including changes with respect to pricing, fees and other economic terms relating solely to such extended or replaced facility or facilities) as may be reasonably proposed to be made by Borrowers (Borrowers’ signatures to be conclusive evidence of such reasonability); provided that no such extension of an Additional Facility to which a New Lender is a party shall apply to such New Lender without its consent. Each New Lender hereby agrees to take such actions and execute and deliver such amendments, agreements, instruments or documents as the Administrative Agent may reasonably request to give effect to the preceding sentence; provided that the foregoing provision shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceconstrued to require a New Lender to execute any amendment, agreement, instrument or document which contains changes other than those relating solely to such extended or replaced facility or facilities.
Appears in 1 contract
Additional Facility. (a) U.S. Any Borrower and European Borrower (other than O-I Europe or O-I Canada) shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists exists; provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, the closing conditions therefore shall be solely the closing conditions set forth in the applicable Additional Facility amendment and (y) Crown Holdings Company shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and the application of the proceeds thereof (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder) and evidencing compliance with the covenants covenant set forth in Article IX); provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, such Compliance Certificate may, at the Company’s election, be delivered at the time of entry into definitive documentation for an Acquisition permitted pursuant to Section 8.3 evidencing compliance with the covenant set forth in Article IX on a Pro Forma Basis as of the last day of the Fiscal Quarter immediately preceding the entry into such definitive documentation, and from time to time after the Fourth Amendment Effective Closing Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such commitments and loans to such Borrower, loans and commitments to make loans in Dollars or in an Alternative Currency, in an aggregate principal amount not to exceed the greater of (A) $300,000,000 1,250,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding) minus the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date or (B) an amount such that, at the time of the incurrence of the applicable Additional Facility (after giving effect to the full utilization of the applicable Additional Facility) the Secured Leverage Ratio (calculated as though the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date was outstanding on such date) does not exceed 1.50:1.00 (such amount, the “Incremental Cap”), which loans may be incurred as (i) commitments to increase any tranche of Revolving Commitments (“Additional Revolving Commitments”), (ii) one or more tranches of additional term loans substantially similar to the Term Loans A (the “Additional Term A Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term A Loans would have a Weighted Average Life to Maturity of not less than the Term Loan Loans A with the then longest Weighted Average Life to Maturity and a final maturity no earlier than latest Term Loan A Maturity Date, (iii) one or more tranches of additional term B loans (the “Additional Term B Loans,” and together with any Additional Term A Loans, the “Additional Term Loans”) that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) and a final maturity date no earlier than Term Loan A Maturity Date and/or (iv) increases to one or more existing Term Facilities (collectively, “Additional Facilities”); provided, that no Additional Term Loans, Additional Revolving Commitments or Additional Facilities shall be guaranteed by entities other than the Loan Parties (other than OI Europe) and the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesFacilities (other than as to pricing, and/or (ii) increases fees and other economic terms, and provided, that the applicable Borrower shall have the right to one or more unilaterally provide the existing Term Facilities Lenders with additional rights and benefits (collectively, such rights and benefits “Additional FacilitiesIncremental Rights”) and the “substantially similar” requirement of this proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits). Notwithstanding the foregoing; provided further, that any existing Lender approached to provide all or a portion of the Additional Term B Dollar Loans advanced on the Facilities may elect or decline, in its sole discretion, to provide such Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceFacilities.
Appears in 1 contract
Additional Facility. (a) U.S. Borrower and European Borrower Borrowers shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings Borrowers shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IX), and from time to time after the Fourth Amendment Effective Restatement Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to such the applicable Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding)Additional Facility Limit, which loans may be incurred as (i) one or more tranches of additional term loans (the “Additional Term Loans”) as determined allocated by Administrative Agent and Company that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the existing Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest existing Term Maturity Date; provided, that the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesFacilities (other than as to pricing, and/or fees and other economic terms), (ii) increases to one or more existing Term Facilities and/or (iii) increases to the Multicurrency Revolving Credit Facility; provided that increases to the Multicurrency Revolving Credit Facility shall not exceed an aggregate of more than $500,000,000 (or the Dollar Equivalent thereof at the time of funding) (collectively, “Additional Facilities”). Notwithstanding Any Person which becomes a Lender with respect to a tranche of Additional Term Loans added pursuant to this Section 2.9 (each such Lender, a “New Term Loan Lender”) hereby acknowledges and agrees that the foregoingterm of the Multicurrency Revolving Facility and each subfacility thereof may be extended or replaced and that each New Term Loan Lender, solely with respect to the Additional Term B Dollar Loans advanced on held by such New Term Lender, agrees in advance to any changes made to this Credit Agreement in order to implement such extension or replacement (including changes with respect to pricing, fees and other economic terms relating solely to such extended or replaced facility or facilities) as may be reasonably proposed to be made by Company (Company’s signature to be conclusive evidence of such reasonability). Each New Term Loan Lender hereby agrees to take such actions and execute and deliver such amendments, agreements, instruments or documents as the Additional Term B Dollar Borrowing Date Administrative Agent may reasonably request to give effect to the preceding sentence, provided that the foregoing provision shall not be Additional construed to require a New Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceLoan Lender to execute any amendment, agreement, instrument or document which contains changes other than those relating solely to such extended or replaced facility or facilities.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Additional Facility. (a) U.S. Borrower and European Borrower Borrowers shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Crown Holdings Borrowers shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IX), and from time to time after the Fourth Amendment Effective Syndication Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to such the applicable Borrower, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 500,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding), which loans may be incurred as (i) one or more tranches of additional term loans (the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than latest Term Maturity Date; provided, that the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term Loan Facilities, and/or (ii) increases to one or more existing Term Facilities and/or (iii) increases to one or more existing Facilities other than Term Facilities (provided that not more than $250,000,000 (or the Dollar Equivalent thereof at the time of funding) in the aggregate of increases may be to the revolving facilities) (collectively, “Additional Facilities”). Notwithstanding the foregoing, the Additional Term B Dollar Loans advanced on the Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Additional Facility. (a) U.S. Any Borrower and European Borrower (other than O-I Europe or O-I Canada) shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists exists; provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, the closing conditions therefore shall be solely the closing conditions set forth in the applicable Additional Facility amendment and (y) Crown Holdings Company shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and the application of the proceeds thereof (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder) and evidencing compliance with the covenants covenant set forth in Article IX); provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, such Compliance Certificate may, at the Company’s election, be delivered at the time of entry into definitive documentation for an Acquisition permitted pursuant to Section 8.3 evidencing compliance with the covenant set forth in Article IX on a Pro Forma Basis as of the last day of the Fiscal Quarter immediately preceding the entry into such definitive documentation, and from time to time after the Fourth Amendment Effective Closing Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such commitments and loans to such Borrower, loans and commitments to make loans in Dollars or in an Alternative Currency, in an aggregate principal amount not to exceed the greater of (A) $300,000,000 1,250,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of fundingfunding provided such amount shall increase by $1,250,000,000 on the Second Amendment Effective Date) minus the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date or (B) an amount such that, at the time of the incurrence of the applicable Additional Facility (after giving effect to the full utilization of the applicable Additional Facility) the Secured Leverage Ratio (calculated as though the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date was outstanding on such date) does not exceed 1.50:1.00 (such amount, the “Incremental Cap”), which loans may be incurred as (i) commitments to increase any tranche of Revolving Commitments (“Additional Revolving Commitments”), (ii) one or more tranches of additional term loans substantially similar to the Term Loans A (the “Additional Term LoansA Loans A”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a2.1(a)(i) under a facility that would provide that the Additional Term A Loans A would have a Weighted Average Life to Maturity of not less than the Term Loan Loans A with the then longest Weighted Average Life to Maturity and a final maturity date no earlier than the latest Term Loan A Maturity Date, (iii) one or more tranches of additional term B loans B (the “Additional Term B Loans B,” and together with any Additional Term A Loans A, the “Additional Term Loans”) that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a)(iii) under a facility that would provide that the Additional Term Loans B would have a Weighted Average Life to Maturity of not less than the Term Loans B with the then longest Weighted Average Life to Maturity and a final maturity date no earlier than the latest Term Loan A Maturity DateB Maturity Date; provided that, prior to the first anniversary of the First Incremental Amendment Effective Date, if the Effective Yield with respect to any such Additional Term Loans B incurred exceeds the Effective Yield of the Term Loans B made on the First Amendment Effective Date by more than 50 basis points then the Effective Yield for such Term Loans B shall be increased (to the extent necessary) such that the Effective Yield thereof is not less than the Effective Yield of such Additional Term Loans B minus 0.50% and/or (iv) increases to one or more existing Term Facilities (collectively, “Additional Facilities”); provided, that no Additional Term Loans, Additional Revolving Commitments or Additional Facilities shall be guaranteed by entities other than the Loan Parties (other than OI Europe) and the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesFacilities (other than as to pricing, and/or (ii) increases fees and other economic terms, and provided, that the applicable Borrower shall have the right to one or more unilaterally provide the existing Term Facilities Lenders with additional rights and benefits (collectively, such rights and benefits “Additional FacilitiesIncremental Rights”) and the “substantially similar” requirement of this proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits). Notwithstanding the foregoing; provided further, that any existing Lender approached to provide all or a portion of the Additional Term B Dollar Loans advanced on the Facilities may elect or decline, in its sole discretion, to provide such Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceFacilities.
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Additional Facility. (a) U.S. Any Borrower and European Borrower (other than OI Europe or O-I Canada) shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists; provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, no Event of Default under Section 10.1(a) or Section 10.1(i) then exists and (y) Crown Holdings Company shall have delivered to Administrative Agent a Compliance Certificate for the period of four (4) full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and the application of the proceeds thereof (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder) and evidencing compliance with the covenants covenant set forth in Article IX); provided, that, in the case of Additional Facilities (as defined below) incurred to consummate an Acquisition permitted pursuant to Section 8.3, such Compliance Certificate may, at Company’s election, be delivered at the time of entry into definitive documentation for an Acquisition permitted pursuant to Section 8.3 evidencing compliance with the covenant set forth in Article IX (on a Pro Forma Basis giving pro forma effect to such incurrence and the application of the proceeds thereof (excluding the cash proceeds of such incurrence and, with respect to any Additional Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder)) as of the last day of the Fiscal Quarter immediately preceding the entry into such definitive documentation, and from time to time after the Fourth Amendment Effective Closing Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such commitments and loans to such Borrower, loans and commitments to make loans in Dollars or in an Alternative Currency, in an aggregate principal amount not to exceed an amount equal to the sum of (A)(i) $300,000,000 1,250,000,000 (or the Dollar Equivalent thereof in an Alternative Currency at the time of funding) minus (ii) the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date plus (B) the amount of any optional prepayment of any Loan, including any Loan under any Additional Facility (other than, in each case, incurred pursuant to clause (C) below) (accompanied, to the extent such prepayments are of Loans under any Revolving Facility and/or any Additional Revolving Commitments, by a permanent commitment reduction in the like amount under such Revolving Facility and/or Additional Revolving Commitments) so long as, in the case of any such optional prepayment, such prepayment was not funded with the proceeds of a contemporaneous refinancing with new long-term Indebtedness plus (C) an amount such that, at the time of the incurrence of the applicable Additional Facility (after giving effect to the full utilization of the applicable Additional Facility and the application of the proceeds thereof, excluding the cash proceeds of such incurrence) the Secured Leverage Ratio (calculated as though the total amount of Accordion-Reducing Permitted Secured Debt incurred through such date was outstanding on such date) does not exceed 2.00:1.00 (such amount, the “Incremental Cap”) (it being acknowledged that each Additional Facility under this Section shall be incurred under clause (C) if clause (C) is available at the time of such incurrence up to the maximum amount available, and any additional amounts incurred at any time that clause (C) is unavailable shall be incurred under clauses (A) and/or (B), and any simultaneous incurrence under clauses (A) and/or (B) shall not be given pro forma effect for purposes of determining the Secured Leverage Ratio with respect to any incurrence under clause (C)), which loans may be incurred as (i) commitments to increase any tranche of Revolving Commitments (“Additional Revolving Commitments”), (ii) one or more tranches of additional term loans substantially similar to the Term Loans of a particular Term Facility (the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility such Term Facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan Loans with the then longest Weighted Average Life to Maturity and a final maturity date no earlier than the latest Term Loan Maturity DateDate and/or (iii) increases to one or more existing Term Facilities (collectively, “Additional Facilities”); provided, that no Additional Term Loans, Additional Revolving Commitments or Additional Facilities shall be guaranteed by entities other than the Loan Parties (other than OI Europe) and the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term FacilitiesFacilities (other than as to pricing, and/or (ii) increases fees and other economic terms, and provided, that the applicable Borrower shall have the right to one or more unilaterally provide the existing Term Facilities Loan Lenders with additional rights and benefits (collectively, such rights and benefits “Additional FacilitiesIncremental Rights”) and the “substantially similar” requirement of this proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits). Notwithstanding the foregoing; provided further, that any existing Lender approached to provide all or a portion of the Additional Term B Dollar Loans advanced on the Facilities may elect or decline, in its sole discretion, to provide such Additional Term B Dollar Borrowing Date shall not be Additional Term Loans and therefore are not included for purposes of calculating the $300,000,000 limitation set forth in the preceding sentenceFacilities.
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