Additional Loans and Commitments. (a) Subject to the satisfaction of all of the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”) and (b) subject to the satisfaction of the conditions set forth in Section 6.02 of the Credit Agreement (including, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment after giving effect to the making of the Existing Term Loans and Third Amendment Term Loans” (the “Third Amendment Commitment”). Immediately upon the borrowing of the Third Amendment Loans on the Third Amendment Funding Date, (i) the Third Amendment Loans shall be added to, and made a part of, the Loans under the Credit Agreement (as amended hereby), (ii) the Third Amendment Loans shall constitute “Loans” under and as defined in the Credit Agreement (as amended hereby) and (iii) the Third Amendment Commitment of each Lender shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Legacy Reserves Inc.), Term Loan Credit Agreement (Legacy Reserves Lp)
Additional Loans and Commitments. (a) Subject The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Additional Tranche Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the satisfaction of all of the conditions set forth in Section 6 hereof, each existing Revolving Commitments (any Lender severally agrees or other financial institution making a new Additional Tranche Term Loan or extending a new Term Commitment or Revolving Commitment pursuant to make a Loan to the Borrower on the Third Amendment Funding Date clause (as defined belowi) or (ii) above being called an “Incremental Lender”); provided that (A) in an amount equal the case of any Additional Tranche Term Loans established or any Additional Revolving Commitments established pursuant to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” clauses (the “Third Amendment Loans”i) and or (bii) subject to the satisfaction of the conditions set forth in Section 6.02 of the Credit Agreement (including, without limitationabove, the condition specified in Section 6.02(i) of aggregate principal amount thereof shall not exceed the Credit Agreement) and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Permitted Incremental Amount at such time plus Additional Tranche Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment Additional Revolving Commitments so long as after giving effect thereto on a pro forma basis (assuming for purposes thereof that any Term Commitments and such Additional Revolving Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries shall be in compliance with a Senior Secured Leverage Ratio of not greater than 3.25:1.00, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the making of the Existing Term Loans and Third Amendment Term Loans” (the “Third Amendment Commitment”). Immediately upon the borrowing of the Third Amendment Loans on the Third Amendment Funding DateAdministrative Agent and, (i) the Third Amendment Loans shall be added to, and made a part of, the Loans under the Credit Agreement (as amended hereby), (ii) the Third Amendment Loans shall constitute “Loans” under and as defined in the Credit Agreement (as amended hereby) case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and (iii) the Third Amendment Commitment of each Lender shall constitute such Swingline Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby).,
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Additional Loans and Commitments. (a) Subject The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Additional Tranche Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the satisfaction existing Revolving Commitments (any Lender or other financial institution making a new Additional Tranche Term Loan or extending a new Term Commitment or Revolving Commitment pursuant to clause (i) or (ii) above being called an “Incremental Lender”); provided that (A) in the case of all any Additional Tranche Term Loans established or any Additional Revolving Commitments established pursuant to clauses (i) or (ii) above, the aggregate principal amount thereof shall not exceed, the Permitted Incremental Amount at such time, plus Additional Tranche Term Loans and Additional Revolving Commitments so long as after giving effect thereto on a pro forma basis (assuming for purposes thereof that any Term Commitments and such Additional Revolving Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries shall be in compliance with a Senior Secured Leverage Ratio of not greater than 2.00:1.00, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent and, in the case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and the Swingline Lender, (C) no Lender shall be required to participate in the Additional Tranche Term Loans or the Additional Revolving Commitments and (D) the aggregate principal amount of the new Additional Tranche Term Loans being established or the Additional Revolving Commitments being established on any one occasion pursuant to clause (i) or (ii) above shall be an integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal the maximum amount of new Additional Tranche Term Loans or Additional Revolving Commitments, as the case may be, at the time permitted to be made or established under clause (A) of this proviso).
(b) In connection with any new Class of Additional Tranche Term Loans established pursuant to clause (i) of paragraph (a) of this Section, the Borrower, each Incremental Lender providing such Class of Additional Tranche Term Loans and the Administrative Agent shall execute and deliver an amendment agreement (an “Additional Tranche Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Additional Tranche Term Loans: (i) the designation of such Class, which shall be specified by the Administrative Agent, (ii) the maturity or termination date applicable to the Additional Tranche Term Loans or Commitments of such Class, (iii) any amortization applicable to the Additional Tranche Term Loans of such Class, (iv) the interest rate or rates applicable to the Additional Tranche Term Loans of such Class, (v) the fees applicable to the Additional Tranche Term Loans or Commitments of such Class, (vi) any original issue discount applicable to Additional Tranche Term Loans or Commitments of such Class, (vii) the initial Interest Period or Interest Periods applicable to Additional Tranche Term Loans or Commitments of such Class and (viii) any voluntary or mandatory prepayment requirements or Commitment reductions applicable to Additional Tranche Term Loans or Commitments of such Class (which, to the extent applicable, shall be consistent with Sections 2.08(b), 2.11(a) and 2.11(e)) and any restrictions on the voluntary or mandatory prepayment or reduction of Additional Tranche Term Loans or Commitments of Classes established after such Class, and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Additional Tranche Term Loans of such Class, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of each new Class of Additional Tranche Term Loans established under this Section shall be the same as those of the Term Loans existing at the time such new Class is established. Notwithstanding the foregoing, (i) except as provided in clauses (i) through (viii) above, no Additional Tranche Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 9.02 without the consent of such Lender unless such consent shall have been obtained, (ii) no Additional Tranche Term Loans shall (A) have a Maturity Date earlier than the Maturity Date of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Term Loans of such Class or (B) have an average life to maturity shorter than the average life to maturity of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Loans of such Class and (iii) if the initial yield on Eurodollar Term Loans (which shall be determined by the Administrative Agent and shall equal the sum of (x) the Adjusted LIBO Rate on such Additional Tranche Term Loans and (y) if such Additional Tranche Term Loans are initially made or established at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for making or establishing such Additional Tranche Term Loans (the amount of such discount or fee, expressed as a percentage of such Additional Tranche Term Loans, being referred to herein as “OID”), the amount of such OID divided by four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the Applicable Rate then in effect for Eurodollar Loans of the Term Loans, then the Applicable Rate in effect for such Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of new Additional Tranche Term Loans.
(c) In connection with any establishment of Additional Revolving Commitments pursuant to clause (ii) of paragraph (a) of this Section, the Borrower, each Incremental Lender providing such Additional Revolving Commitments and the Administrative Agent shall execute and deliver an agreement (an “Additional Revolving Commitment Amendment”) amending Schedule 2.01 to reflect such Additional Revolving Commitments and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to such Additional Revolving Commitments and the extensions of credit made pursuant thereto, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. The terms of any such Additional Revolving Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Revolving Commitments and the extensions of credit made pursuant thereto.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Tranche Term Loan Amendment and each Additional Revolving Commitment Amendment.
(e) Notwithstanding the foregoing, no new Loans or Commitments shall be made or established under this Section (including through the conversion of existing Loans or Commitments) unless (i) on the date such Loans are made or the date such Commitments become effective, (x) the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date paragraphs (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”a) and (b) subject to of Section 4.02 shall be satisfied, (y) the satisfaction of Borrower shall be in pro forma compliance with the conditions financial covenants set forth in Section 6.02 of the Credit Agreement (including, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) 6.01 both immediately before and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment immediately after giving effect to such new Loans or Commitments, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent consistent with those delivered on the Effective Date pursuant to Section 4.01.
(f) Upon the making of any Additional Tranche Term Loan or the Existing Term effectiveness of any Additional Revolving Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans and Third Amendment Term Loans” Commitments of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Loans and Commitments of the “Third Amendment Commitment”)applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder. Immediately Without limiting the generality of the foregoing, upon the borrowing effectiveness of an Additional Revolving Commitment of any Incremental Lender, such Incremental Lender shall be deemed to have acquired, on the terms set forth in Section 2.05, participations in outstanding Letters of Credit equal to such Revolving Lender's Applicable Aggregate Revolving Percentage.
(g) Each of the Third Amendment parties hereto hereby agrees that the Administrative Agent may take any and all actions that it deems necessary or advisable to ensure that, after giving effect to any Additional Revolving Commitments established pursuant to clause (ii) of paragraph (a) of this Section, the outstanding Revolving Loans on are held by the Third Amendment Funding Date, Revolving Lenders in accordance with their new Applicable Aggregate Revolving Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring outstanding Revolving Loans to be prepaid with the Third Amendment Loans shall be added to, and made proceeds of a part of, the Loans under the Credit Agreement (as amended hereby)new Revolving Borrowing, (ii) by permitting the Third Amendment Loans shall constitute “Loans” under and as defined Revolving Borrowings outstanding at the time of any increase in the Credit Agreement (as amended hereby) and aggregate Revolving Commitments pursuant to this Section to remain outstanding until the last days of the respective Interest Periods therefor, even though the applicable Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Aggregate Revolving Percentages, or (iii) by any combination of the Third Amendment Commitment of each Lender foregoing. Any prepayment described in this paragraph shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby)be subject to Section 2.16, but otherwise shall be without premium or penalty.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Additional Loans and Commitments. (a) Subject The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Additional Tranche Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the satisfaction existing Commitments (any Lender or other financial institution making a new Additional Tranche Term Loan or extending a new Commitment pursuant to clause (i) or (ii) above being called an “Incremental Lender”); provided that (A) in the case of all any Additional Tranche Term Loans established or any Additional Revolving Commitments established pursuant to clauses (i) or (ii) above, the aggregate principal amount thereof shall not exceed, the Permitted Incremental Amount at such time, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent and, in the case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and the Swingline Lender, (C) no Lender shall be required to participate in the Additional Tranche Term Loans or the Additional Revolving Commitments and (D) the aggregate principal amount of the new Additional Tranche Term Loans being established or the Additional Revolving Commitments being established on any one occasion pursuant to clause (i) or (ii) above shall be an integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal the maximum amount of new Additional Tranche Term Loans or Additional Revolving Commitments, as the case may be, at the time permitted to be made or established under clause (A) of this proviso).
(b) In connection with any new Class of Additional Tranche Term Loans established pursuant to clause (i) of paragraph (a) of this Section, the Borrower, each Incremental Lender and the Administrative Agent shall execute and deliver an amendment agreement (an “Additional Tranche Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Additional Tranche Term Loans: (i) the designation of such Class, which shall be specified by the Administrative Agent, (ii) the maturity or termination date applicable to the Additional Tranche Term Loans of such Class, (iii) any amortization applicable to the Additional Tranche Term Loans of such Class; provided that the amortization applicable to any Additional Tranche Term Loans shall not exceed 15% per annum, (iv) the interest rate or rates applicable to the Additional Tranche Term Loans of such Class, (v) the fees applicable to the Additional Tranche Term Loans of such Class, (vi) any original issue discount applicable to Additional Tranche Term Loans of such Class, (vii) the initial Interest Period or Interest Periods applicable to Additional Tranche Term Loans of such Class and (viii) any voluntary or mandatory prepayment requirements applicable to Additional Tranche Term Loans of such Class (which, to the extent applicable, shall be consistent with Sections 2.08(b), 2.10(a) and 2.10(e)) and any restrictions on the voluntary or mandatory prepayment of Additional Tranche Term Loans of Classes established after such Class, and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Additional Tranche Term Loans of such Class, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of each new Class of Additional Tranche Term Loans established under this Section shall be the same as those of the Additional Tranche Term Loans existing at the time such new Class is established. Notwithstanding the foregoing, (i) except as provided in clauses (i) through (viii) above, no Additional Tranche Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 9.02 without the consent of such Lender unless such consent shall have been obtained, (ii) no Additional Tranche Term Loans shall (A) have a final maturity date earlier than the Revolving Credit Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Loans or (B) have an average life to maturity shorter than the average life to maturity of Revolving Loans without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Loans and (iii) if the initial yield on Eurodollar Loans (which shall be determined by the Administrative Agent and shall equal the sum of (x) the Adjusted LIBO Rate on such Additional Tranche Term Loans and (y) if such Additional Tranche Term Loans are initially made or established at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for making or establishing such Additional Tranche Term Loans (the amount of such discount or fee, expressed as a percentage of such Additional Tranche Term Loans, being referred to herein as “OID”), the amount of such OID divided by four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the Applicable Rate then in effect for Eurodollar Loans of the Revolving Loans, then the Applicable Rate in effect for such Revolving Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of new Additional Tranche Term Loans.
(c) In connection with any establishment of Additional Revolving Commitments pursuant to clause (ii) of paragraph (a) of this Section, the Borrower, each Incremental Lender and the Administrative Agent shall execute and deliver an agreement (an “Additional Revolving Commitment Amendment”) amending Schedule 2.01 to reflect such Additional Revolving Commitments and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to such Additional Revolving Commitments and the extensions of credit made pursuant thereto, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. The terms of any such Additional Revolving Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Tranche Term Loan Amendment and each Additional Revolving Commitment Amendment.
(e) Notwithstanding the foregoing, no new Loans or Commitments shall be made or established under this Section (including through the conversion of existing Loans or Commitments) unless (i) on the date such Loans are made or the date such Commitments become effective, (x) the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date paragraphs (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”a) and (b) subject to of Section 4.02 shall be satisfied, (y) the satisfaction of Borrower shall be in pro forma compliance with the conditions financial covenants set forth in Section 6.02 of the Credit Agreement (including, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) 6.01 both immediately before and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment immediately after giving effect to such new Loans or Commitments, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent consistent with those delivered on the Effective Date pursuant to Section 4.01.
(f) Upon the making of any Additional Tranche Term Loan or the Existing Term effectiveness of any Additional Revolving Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans and Third Amendment Term Loans” Commitments of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Loans and Commitments of the “Third Amendment Commitment”)applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder. Immediately Without limiting the generality of the foregoing, upon the borrowing effectiveness of an Additional Revolving Commitment of any Incremental Lender, such Incremental Lender shall be deemed to have acquired, on the terms set forth in Section 2.05, participations in outstanding Letters of Credit equal to such Revolving Lender’s Applicable Aggregate Revolving Percentage.
(g) Each of the Third Amendment parties hereto hereby agrees that the Administrative Agent may take any and all actions that it deems necessary or advisable to ensure that, after giving effect to any Additional Revolving Commitments established pursuant to clause (ii) of paragraph (a) of this Section, the outstanding Revolving Loans on are held by the Third Amendment Funding Date, Revolving Lenders in accordance with their new Applicable Aggregate Revolving Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring outstanding Revolving Loans to be prepaid with the Third Amendment Loans shall be added to, and made proceeds of a part of, the Loans under the Credit Agreement (as amended hereby)new Revolving Borrowing, (ii) by permitting the Third Amendment Loans shall constitute “Loans” under and as defined Revolving Borrowings outstanding at the time of any increase in the Credit Agreement (as amended hereby) and aggregate Commitments pursuant to this Section to remain outstanding until the last days of the respective Interest Periods therefor, even though the applicable Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Aggregate Revolving Percentages, or (iii) by any combination of the Third Amendment Commitment of each Lender foregoing. Any prepayment described in this paragraph shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby)be subject to Section 2.15, but otherwise shall be without premium or penalty.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Additional Loans and Commitments. (a) Subject The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Incremental Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the satisfaction existing Revolving Commitments (any Lender or other financial institution making a new Incremental Term Loan or extending a new Term Commitment or Revolving Commitment pursuant to clause (i) or (ii) above being called an “Incremental Lender”); provided that (A) in the case of all any Incremental Term Loans established or any Additional Revolving Commitments established pursuant to clauses (i) or (ii) above, the aggregate principal amount thereof shall not exceed the Permitted Incremental Amount at such time plus Incremental Term Loans and Additional Revolving Commitments so long as after giving effect thereto on a pro forma basis (assuming for purposes thereof that any Term Commitments and such Additional Revolving Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries shall be in compliance with a Senior Secured Leverage Ratio of not greater than 3.50:1.00, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent, and, in the case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and the Swingline Lender, (C) no Lender shall be required to participate in the Incremental Term Loans or the Additional Revolving Commitments and (D) the aggregate principal amount of the new Incremental Term Loans being established or the Additional Revolving Commitments being established on any one occasion pursuant to clause (i) or (ii) above shall be an integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal the maximum amount of new Incremental Term Loans or Additional Revolving Commitments, as the case may be, at the time permitted to be made or established under clause (A) of this proviso).
(b) In connection with any new Class of Incremental Term Loans established pursuant to clause (a)(i) of this Section, the Borrower, each Incremental Lender providing such Class of Incremental Term Loans and the Administrative Agent shall execute and deliver an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (i) the designation of such Class, which shall be specified by the Borrower, (ii) the maturity or termination date applicable to the Incremental Term Loans or Commitments of such Class, (iii) any amortization applicable to the Incremental Term Loans of such Class (which shall not exceed 5.0% per annum) , (iv) the interest rate or rates applicable to the Incremental Term Loans of such Class (and, if applicable, any “most favored nation” requirements with respect to interest rate), (v) the fees applicable to the Incremental Term Loans or Commitments of such Class, (vi) any original issue discount applicable to Incremental Term Loans or Commitments of such Class, (vii) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Commitments of such Class and (viii) any voluntary or mandatory prepayment requirements or Commitment reductions applicable to Incremental Term Loans or Commitments of such Class (which, to the extent applicable, shall be consistent with Sections 2.08(b), 2.11(a) and 2.11(e)) and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Commitments of Classes established after such Class, and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such Class, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of each new Class of Incremental Term Loans established under this Section shall (i) if the initial issuance of Incremental Term Loans hereunder, be consistent with then current market terms and (ii) otherwise be the same as those of the Term Loans existing at the time such new Class is established (other than such terms that are included in this Agreement for the benefit of the existing Lenders or that are only in effect after the applicable maturity date thereof). Notwithstanding the foregoing, (i) except as provided in clauses (i) through (viii) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 9.02 without the consent of such Lender unless such consent shall have been obtained, and (ii) no Incremental Term Loans shall (A) have a Maturity Date earlier than the Maturity Date of the Revolving Loans or an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Loans or Term Loans of such Class, as applicable or (B) have an average life to maturity shorter than the average life to maturity of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Loans of such Class.
(c) In connection with any establishment of Additional Revolving Commitments pursuant to clause (a)(ii) of this Section, the Borrower, each Incremental Lender providing such Additional Revolving Commitments and the Administrative Agent shall execute and deliver an agreement (an “Additional Revolving Commitment Amendment”) amending Schedule 2.01 to reflect such Additional Revolving Commitments and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to such Additional Revolving Commitments and the extensions of credit made pursuant thereto, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. The terms of any such Additional Revolving Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Revolving Commitments and the extensions of credit made pursuant thereto.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment and each Additional Revolving Commitment Amendment.
(e) Notwithstanding the foregoing but subject to Section 1.06, no new Loans or Commitments shall be made or established under this Section (including through the conversion of existing Loans or Commitments) unless (i) on the date such Loans are made or the date such Commitments become effective, (x) the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date clauses (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”a) and (b) subject of Section 4.02 shall be satisfied, and (y) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) the satisfaction Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent consistent with those delivered on Effective Date pursuant to Section 4.01.
(f) Upon the making of any Incremental Term Loan or the effectiveness of any Additional Revolving Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans and Commitments of the conditions applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder. Without limiting the generality of the foregoing, upon the effectiveness of an Additional Revolving Commitment of any Incremental Lender, such Incremental Lender shall be deemed to have acquired, on the terms set forth in Section 6.02 2.05, participations in outstanding Letters of Credit equal to such Revolving Lender’s Applicable Aggregate Revolving Percentage.
(g) Each of the Credit Agreement (includingparties hereto hereby agrees that the Administrative Agent may take any and all actions that it deems necessary or advisable to ensure that, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment after giving effect to any Additional Revolving Commitments established pursuant to clause (a)(ii) of this Section, the making outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Aggregate Revolving Percentages. This may be accomplished at the discretion of the Existing Term Loans and Third Amendment Term Loans” (the “Third Amendment Commitment”). Immediately upon the borrowing of the Third Amendment Loans on the Third Amendment Funding Date, Administrative Agent (i) by requiring outstanding Revolving Loans to be prepaid with the Third Amendment Loans shall be added to, and made proceeds of a part of, the Loans under the Credit Agreement (as amended hereby)new Revolving Borrowing, (ii) by permitting the Third Amendment Loans shall constitute “Loans” under and as defined Revolving Borrowings outstanding at the time of any increase in the Credit Agreement (as amended hereby) and aggregate Revolving Commitments pursuant to this Section to remain outstanding until the last days of the respective Interest Periods therefor, even though the applicable Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Aggregate Revolving Percentages, or (iii) by any combination of the Third Amendment Commitment of each Lender foregoing. Any prepayment described in this paragraph shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby)be subject to Section 2.16, but otherwise shall be without premium or penalty.
Appears in 1 contract
Additional Loans and Commitments. (a) Subject The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Incremental Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the satisfaction existing Revolving Commitments (any Lender or other financial institution making a new Incremental Term Loan or extending a new Term Commitment or Revolving Commitment pursuant to clause (i) or (ii) above being called an “Incremental Lender”); provided that (A) in the case of all any Incremental Term Loans established or any Additional Revolving Commitments established pursuant to clauses (i) or (ii) above, the aggregate principal amount thereof shall not exceed the Permitted Incremental Amount at such time plus Incremental Term Loans and Additional Revolving Commitments so long as after giving effect thereto on a pro forma basis (assuming for purposes thereof that any Term Commitments and such Additional Revolving Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries shall be in compliance with a Senior Secured Leverage Ratio of not greater than 3.50:1.00, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent, and, in the case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and the Swingline Lender, (C) no Lender shall be required to participate in the Incremental Term Loans or the Additional Revolving Commitments and (D) the aggregate principal amount of the new Incremental Term Loans being established or the Additional Revolving Commitments being established on any one occasion pursuant to clause (i) or (ii) above shall be an integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal the maximum amount of new Incremental Term Loans or Additional Revolving Commitments, as the case may be, at the time permitted to be made or established under clause (A) of this proviso).
(b) In connection with any new Class of Incremental Term Loans established pursuant to clause (a)(i) of this Section, the Borrower, each Incremental Lender providing such Class of Incremental Term Loans and the Administrative Agent shall execute and deliver an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (i) the designation of such Class, which shall be specified by the Borrower, (ii) the maturity or termination date applicable to the Incremental Term Loans or Commitments of such Class, (iii) any amortization applicable to the Incremental Term Loans of such Class (which shall not exceed 5.0% per annum) , (iv) the interest rate or rates applicable to the Incremental Term Loans of such Class (and, if applicable, any “most favored nation” requirements with respect to interest rate), (v) the fees applicable to the Incremental Term Loans or Commitments of such Class, (vi) any original issue discount applicable to Incremental Term Loans or Commitments of such Class, (vii) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Commitments of such Class and (viii) any voluntary or mandatory prepayment requirements or Commitment reductions applicable to Incremental Term Loans or Commitments of such Class (which, to the extent applicable, shall be consistent with Sections 2.08(b), 2.11(a) and 2.11(e)) and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Commitments of Classes established after such Class, and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such Class, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of each new Class of Incremental Term Loans established under this Section shall (i) if the initial issuance of Incremental Term Loans hereunder, be consistent with then current market terms and (ii) otherwise be the same as those of the Term Loans existing at the time such new Class is established (other than such terms that are included in this Agreement for the benefit of the existing Lenders or that are only in effect after the applicable maturity date thereof). Notwithstanding the foregoing, (i) except as provided in clauses (i) through (viii) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 9.02 without the consent of such Lender unless such consent shall have been obtained, and (ii) no Incremental Term Loans shall (A) have a Maturity Date earlier than the Maturity Date of the Revolving Loans or an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Loans or Term Loans of such Class, as applicable or (B) have an average life to maturity shorter than the average life to maturity of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Loans of such Class.
(c) In connection with any establishment of Additional Revolving Commitments pursuant to clause (a)(ii) of this Section, the Borrower, each Incremental Lender providing such Additional Revolving Commitments and the Administrative Agent shall execute and deliver an agreement (an “Additional Revolving Commitment Amendment”) amending Schedule 2.01 to reflect such Additional Revolving Commitments and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to such Additional Revolving Commitments and the extensions of credit made pursuant thereto, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. The terms of any such Additional Revolving Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Revolving Commitments and the extensions of credit made pursuant thereto.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment and each Additional Revolving Commitment Amendment.
(e) Notwithstanding the foregoing but subject to Section 1.06, no new Loans or Commitments shall be made or established under this Section (including through the conversion of existing Loans or Commitments) unless (i) on the date such Loans are made or the date such Commitments become effective, (x) the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date clauses (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”a) and (b) subject of Section 4.02 shall be satisfied, and (y) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) the satisfaction Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent consistent with those delivered on Closing Date pursuant to Section 4.01.
(f) Upon the making of any Incremental Term Loan or the effectiveness of any Additional Revolving Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans and Commitments of the conditions applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder. Without limiting the generality of the foregoing, upon the effectiveness of an Additional Revolving Commitment of any Incremental Lender, such Incremental Lender shall be deemed to have acquired, on the terms set forth in Section 6.02 2.05, participations in outstanding Letters of Credit equal to such Revolving Lender’s Applicable Aggregate Revolving Percentage.
(g) Each of the Credit Agreement (includingparties hereto hereby agrees that the Administrative Agent may take any and all actions that it deems necessary or advisable to ensure that, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment after giving effect to any Additional Revolving Commitments established pursuant to clause (a)(ii) of this Section, the making outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Aggregate Revolving Percentages. This may be accomplished at the discretion of the Existing Term Loans and Third Amendment Term Loans” (the “Third Amendment Commitment”). Immediately upon the borrowing of the Third Amendment Loans on the Third Amendment Funding Date, Administrative Agent (i) by requiring outstanding Revolving Loans to be prepaid with the Third Amendment Loans shall be added to, and made proceeds of a part of, the Loans under the Credit Agreement (as amended hereby)new Revolving Borrowing, (ii) by permitting the Third Amendment Loans shall constitute “Loans” under and as defined Revolving Borrowings outstanding at the time of any increase in the Credit Agreement (as amended hereby) and aggregate Revolving Commitments pursuant to this n to remain outstanding until the last days of the respective Interest Periods therefor, even though the applicable Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Aggregate Revolving Percentages, or (iii) by any combination of the Third Amendment Commitment of each Lender foregoing. Any prepayment described in this paragraph shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby)be subject to Section 2.16, but otherwise shall be without premium or penalty.
Appears in 1 contract
Additional Loans and Commitments. (%3) The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Additional Tranche Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the existing Revolving Commitments (any Lender or other financial institution making a new Additional Tranche Term Loan or extending a new Term Commitment or Revolving Commitment pursuant to clause (i) or (ii) above being called an “Incremental Lender”); provided that (A) in the case of any Additional Tranche Term Loans established or any Additional Revolving Commitments established pursuant to clauses (i) or (ii) above, the aggregate principal amount thereof shall not exceed the Permitted Incremental Amount at such time plus Additional Tranche Term Loans and Additional Revolving Commitments so long as after giving effect thereto on a pro forma basis (assuming for purposes thereof that any Term Commitments and such Additional Revolving Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries shall be in compliance with a Senior Secured Leverage Ratio of not greater than 3.50:1.00, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent, and, in the case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and the Swingline Lender, (C) no Lender shall be required to participate in the Additional Tranche Term Loans or the Additional Revolving Commitments and (D) the aggregate principal amount of the new Additional Tranche Term Loans being established or the Additional Revolving Commitments being established on any one occasion pursuant to clause (i) or (ii) above shall be an integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal the maximum amount of new Additional Tranche Term Loans or Additional Revolving Commitments, as the case may be, at the time permitted to be made or established under clause (A) of this proviso).
(a) Subject In connection with any new Class of Additional Tranche Term Loans established pursuant to clause (i) of paragraph (a) of this Section, the Borrower, each Incremental Lender providing such Class of Additional Tranche Term Loans and the Administrative Agent shall execute and deliver an amendment agreement (an “Additional Tranche Term Loan Amendment”) setting forth, to the satisfaction extent applicable, the following terms of all such Additional Tranche Term Loans: (i) the designation of such Class, which shall be specified by the Borrower, (ii) the maturity or termination date applicable to the Additional Tranche Term Loans or Commitments of such Class, (iii) any amortization applicable to the Additional Tranche Term Loans of such Class, (iv) the interest rate or rates applicable to the Additional Tranche Term Loans of such Class, (v) the fees applicable to the Additional Tranche Term Loans or Commitments of such Class, (vi) any original issue discount applicable to Additional Tranche Term Loans or Commitments of such Class, (vii) the initial Interest Period or Interest Periods applicable to Additional Tranche Term Loans or Commitments of such Class and (viii) any voluntary or mandatory prepayment requirements or Commitment reductions applicable to Additional Tranche Term Loans or Commitments of such Class (which, to the extent applicable, shall be consistent with Sections 2.08(b), 2.11(a) and 2.11(e)) and any restrictions on the voluntary or mandatory prepayment or reduction of Additional Tranche Term Loans or Commitments of Classes established after such Class, and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Additional Tranche Term Loans of such Class, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of each new Class of Additional Tranche Term Loans established under this Section shall be the same as those of the Term Loans existing at the time such new Class is established. Notwithstanding the foregoing, (i) except as provided in clauses (i) through (viii) above, no Additional Tranche Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 9.02 without the consent of such Lender unless such consent shall have been obtained, (ii) no Additional Tranche Term Loans shall (A) have a Maturity Date earlier than the Maturity Date of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Term Loans of such Class or (B) have an average life to maturity shorter than the average life to maturity of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Loans of such Class and (iii) if, prior to the date that is twelve months after the Amendment Effective Date, the initial yield on Eurodollar Term Loans (which shall be determined by the Administrative Agent and shall equal the sum of (x) the Adjusted LIBO Rate on such Additional Tranche Term Loans and (y) if such Additional Tranche Term Loans are initially made or established at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for making or establishing such Additional Tranche Term Loans (the amount of such discount or fee, expressed as a percentage of such Additional Tranche Term Loans, being referred to herein as “OID”), the amount of such OID divided by four) exceeds by more than 75 basis points (the amount of such excess above 75 basis points being referred to in each case as the “Yield Differential”), the Applicable Rate then in effect for Eurodollar Loans of the Term Loans, then the Applicable Rate in effect for such Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of new Additional Tranche Term Loans.
(b) In connection with any establishment of Additional Revolving Commitments pursuant to clause (ii) of paragraph (a) of this Section, the Borrower, each Incremental Lender providing such Additional Revolving Commitments and the Administrative Agent shall execute and deliver an agreement (an “Additional Revolving Commitment Amendment”) amending Schedule 2.01 to reflect such Additional Revolving Commitments and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to such Additional Revolving Commitments and the extensions of credit made pursuant thereto, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. The terms of any such Additional Revolving Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Revolving Commitments and the extensions of credit made pursuant thereto.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Tranche Term Loan Amendment and each Additional Revolving Commitment Amendment.
(d) Notwithstanding the foregoing but subject to Section 1.06, no new Loans or Commitments shall be made or established under this Section (including through the conversion of existing Loans or Commitments) unless (i) on the date such Loans are made or the date such Commitments become effective, (x) the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date paragraphs (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”a) and (b) subject to of Section 4.02 shall be satisfied, (y) the satisfaction of Borrower shall be in pro forma compliance with the conditions financial covenants set forth in Section 6.02 of the Credit Agreement (including, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) 6.01 both immediately before and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment immediately after giving effect to such new Loans or Commitments, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent consistent with those delivered on the Amendment Effective Date pursuant to Section 4.01.
(e) Upon the making of any Additional Tranche Term Loan or the Existing Term effectiveness of any Additional Revolving Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans and Third Amendment Term Loans” Commitments of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Loans and Commitments of the “Third Amendment Commitment”)applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder. Immediately Without limiting the generality of the foregoing, upon the borrowing effectiveness of an Additional Revolving Commitment of any Incremental Lender, such Incremental Lender shall be deemed to have acquired, on the terms set forth in Section 2.05, participations in outstanding Letters of Credit equal to such Revolving Lender’s Applicable Aggregate Revolving Percentage.
(f) Each of the Third Amendment parties hereto hereby agrees that the Administrative Agent may take any and all actions that it deems necessary or advisable to ensure that, after giving effect to any Additional Revolving Commitments established pursuant to clause (ii) of paragraph (a) of this Section, the outstanding Revolving Loans on are held by the Third Amendment Funding Date, Revolving Lenders in accordance with their new Applicable Aggregate Revolving Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring outstanding Revolving Loans to be prepaid with the Third Amendment Loans shall be added to, and made proceeds of a part of, the Loans under the Credit Agreement (as amended hereby)new Revolving Borrowing, (ii) by permitting the Third Amendment Loans shall constitute “Loans” under and as defined Revolving Borrowings outstanding at the time of any increase in the Credit Agreement (as amended hereby) and aggregate Revolving Commitments pursuant to this Section to remain outstanding until the last days of the respective Interest Periods therefor, even though the applicable Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Aggregate Revolving Percentages, or (iii) by any combination of the Third Amendment Commitment of each Lender foregoing. Any prepayment described in this paragraph shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby)be subject to Section 2.16, but otherwise shall be without premium or penalty.
Appears in 1 contract
Additional Loans and Commitments. (a) Subject The Borrower, the Administrative Agent and one or more Lenders or other financial institutions may on one or more occasions, and without the consent of any other Lender, amend this Agreement to provide for (i) new Additional Tranche Term Loans of such Lenders or other financial institutions of one or more additional Classes or (ii) an increase to the satisfaction existing Revolving Commitments (any Lender or other financial institution making a new Additional Tranche Term Loan or Term Commitment or extending a new Revolving Commitment pursuant to clause (i) or (ii) above being called an “Incremental Lender”); provided that (A) in the case of all any Additional Tranche Term Loans established or any Additional Revolving Commitments established pursuant to clauses (i) or (ii) above, the aggregate principal amount thereof shall not exceed, the Permitted Incremental Amount at such time, plus Additional Tranche Term Loans and Additional Revolving Commitments so long as after giving effect thereto on a pro forma basis (assuming for purposes thereof that any Term Commitments and such Additional Revolving Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries shall be in compliance with a Senior Secured Leverage Ratio of not greater than 2.00:1.00, (B) each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent and, in the case of an Incremental Lender establishing an Additional Revolving Commitment, each Issuing Bank and the Swingline Lender, (C) no Lender shall be required to participate in the Additional Tranche Term Loans or the Additional Revolving Commitments and (D) the aggregate principal amount of the new Additional Tranche Term Loans being established or the Additional Revolving Commitments being established on any one occasion pursuant to clause (i) or (ii) above shall be an integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal the maximum amount of new Additional Tranche Term Loans or Additional Revolving Commitments, as the case may be, at the time permitted to be made or established under clause (A) of this proviso).
(b) In connection with any new Class of Additional Tranche Term Loans established pursuant to clause (i) of paragraph (a) of this Section, the Borrower, each Incremental Lender and the Administrative Agent shall execute and deliver an amendment agreement (an “Additional Tranche Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Additional Tranche Term Loans: (i) the designation of such Class, which shall be specified by the Administrative Agent, (ii) the maturity or termination date applicable to the Additional Tranche Term Loans or Commitments of such Class, (iii) any amortization applicable to the Additional Tranche Term Loans of such Class, (iv) the interest rate or rates applicable to the Additional Tranche Term Loans of such Class, (v) the fees applicable to the Additional Tranche Term Loans or Commitments of such Class, (vi) any original issue discount applicable to Additional Tranche Term Loans or Commitments of such Class, (vii) the initial Interest Period or Interest Periods applicable to Additional Tranche Term Loans or Commitments of such Class and (viii) any voluntary or mandatory prepayment requirements or Commitment reductions applicable to Additional Tranche Term Loans or Commitments of such Class (which, to the extent applicable, shall be consistent with Sections 2.08(b), 2.11(a) and 2.11(e)) and any restrictions on the voluntary or mandatory prepayment or reduction of Additional Tranche Term Loans or Commitments of Classes established after such Class, and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Additional Tranche Term Loans of such Class, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of each new Class of Additional Tranche Term Loans established under this Section shall be the same as those of the Term Loans existing at the time such new Class is established. Notwithstanding the foregoing, (i) except as provided in clauses (i) through (viii) above, no Additional Tranche Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 9.02 without the consent of such Lender unless such consent shall have been obtained, (ii) no Additional Tranche Term Loans shall (A) have a Maturity Date earlier than the Maturity Date of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Term Loans of such Class or (B) have an average life to maturity shorter than the average life to maturity of an outstanding Class of Term Loans without the prior written consent of Lenders holding a majority of the principal amount of the Loans of such Class and (iii) if the initial yield on Eurodollar Term Loans (which shall be determined by the Administrative Agent and shall equal the sum of (x) the Adjusted LIBO Rate on such Additional Tranche Term Loans and (y) if such Additional Tranche Term Loans are initially made or established at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for making or establishing such Additional Tranche Term Loans (the amount of such discount or fee, expressed as a percentage of such Additional Tranche Term Loans, being referred to herein as “OID”), the amount of such OID divided by four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the Applicable Rate then in effect for Eurodollar Loans of the Term Loans, then the Applicable Rate in effect for such Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of new Additional Tranche Term Loans.
(c) In connection with any establishment of Additional Revolving Commitments pursuant to clause (ii) of paragraph (a) of this Section, the Borrower, each Incremental Lender and the Administrative Agent shall execute and deliver an agreement (an “Additional Revolving Commitment Amendment”) amending Schedule 2.01 to reflect such Additional Revolving Commitments and implementing such additional amendments to this Agreement as shall be appropriate, in the judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to such Additional Revolving Commitments and the extensions of credit made pursuant thereto, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. The terms of any such Additional Revolving Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Revolving Commitments and the extensions of credit made pursuant thereto.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Tranche Term Loan Amendment and each Additional Revolving Commitment Amendment.
(e) Notwithstanding the foregoing, no new Loans or Commitments shall be made or established under this Section (including through the conversion of existing Loans or Commitments) unless (i) on the date such Loans are made or the date such Commitments become effective, (x) the conditions set forth in Section 6 hereof, each Lender severally agrees to make a Loan to the Borrower on the Third Amendment Funding Date paragraphs (as defined below) in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Third Amendment Loans” (the “Third Amendment Loans”a) and (b) subject to of Section 4.02 shall be satisfied, (y) the satisfaction of Borrower shall be in pro forma compliance with the conditions financial covenants set forth in Section 6.02 of the Credit Agreement (including, without limitation, the condition specified in Section 6.02(i) of the Credit Agreement) 6.01 both immediately before and the other provisions of the Term Loan Documents, each Lender severally agrees, and each Existing Lender reaffirms its commitment, to make Additional Term Loans to the Borrower pursuant to the Credit Agreement from time to time on any Business Day after the Third Amendment Funding Date and on or prior to the Commitment Termination Date in an amount equal to the commitment amount set forth next to such Lender’s name on Annex 1 hereto under the caption “Remaining Commitment immediately after giving effect to such new Loans or Commitments, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent consistent with those delivered on the Effective Date pursuant to Section 4.01.
(f) Upon the making of any Additional Tranche Term Loan or the Existing Term effectiveness of any Additional Revolving Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans and Third Amendment Term Loans” Commitments of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Loans and Commitments of the “Third Amendment Commitment”)applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Loans and Commitments of the applicable Class) hereunder. Immediately Without limiting the generality of the foregoing, upon the borrowing effectiveness of an Additional Revolving Commitment of any Incremental Lender, such Incremental Lender shall be deemed to have acquired, on the terms set forth in Section 2.05, participations in outstanding Letters of Credit equal to such Revolving Lender’s Applicable Aggregate Revolving Percentage.
(g) Each of the Third Amendment parties hereto hereby agrees that the Administrative Agent may take any and all actions that it deems necessary or advisable to ensure that, after giving effect to any Additional Revolving Commitments established pursuant to clause (ii) of paragraph (a) of this Section, the outstanding Revolving Loans on are held by the Third Amendment Funding Date, Revolving Lenders in accordance with their new Applicable Aggregate Revolving Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring outstanding Revolving Loans to be prepaid with the Third Amendment Loans shall be added to, and made proceeds of a part of, the Loans under the Credit Agreement (as amended hereby)new Revolving Borrowing, (ii) by permitting the Third Amendment Loans shall constitute “Loans” under and as defined Revolving Borrowings outstanding at the time of any increase in the Credit Agreement (as amended hereby) and aggregate Revolving Commitments pursuant to this Section to remain outstanding until the last days of the respective Interest Periods therefor, even though the applicable Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Aggregate Revolving Percentages, or (iii) by any combination of the Third Amendment Commitment of each Lender foregoing. Any prepayment described in this paragraph shall constitute such Lender’s “Commitments” under and as defined in the Credit Agreement (as amended hereby)be subject to Section 2.16, but otherwise shall be without premium or penalty.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)