Additional Term Loans Clause Samples

Additional Term Loans. (a) Each of Bank of America, ▇▇▇▇▇ Fargo Bank, National Association, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank (each an “Incremental Lender” and collectively, the “Incremental Lenders”) hereby agrees to provide a Term Loan Commitment to the Borrower in an amount equal to its Term Loan Commitment set forth on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage of the aggregate amount of Term Loan Commitments as of the date hereof shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule 2.01 attached hereto. (b) Each Incremental Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to CHAR1\1464890v5 consummate the transactions contemplated hereby and by the Credit Agreement as amended by this Agreement and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, based on such information, has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including pursuant to Section 3.01(e) of the Credit Agreement), duly completed and executed by such Incremental Lender; and (b) agrees that it will (i) independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents and (ii) perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed ...

Additional Term Loans. The principal amount of any Term Loan established after the Closing Date pursuant to Section 2.1(d)(iii) shall be repaid in installments on the date and in the amounts set forth in the documents executed and delivered by the Borrower pursuant to which such additional Term Loan is established.

Additional Term Loans. The Outstanding Amount of any Additional Term Loan established as an Incremental Credit Facility hereunder shall be repayable as provided in the documentation establishing such Additional Term Loan. Amounts repaid on any Additional Term Loan may not be reborrowed.

Additional Term Loans. Subject to the terms and conditions and relying upon the representations and warranties herein set forth: (a) the Borrowers may, from time to time by written notice to the Agent, no later than three (3) Business Days prior to the consummation of any Specified Transaction (unless otherwise agreed by the Lenders), request to borrow an Additional Term Loan. (b) each Lender agrees, severally on a Pro Rata basis up to its Additional Term Loan Commitment, on the terms set forth herein, to make its portion of the Additional Term Loan to the Borrowers. (c) each Additional Term Loan shall be funded by the Lenders at any time on or after the Second Amendment Effective Date and prior to the Additional Term Loan Commitment Expiry Date or until the reduction of its Additional Term Loan Commitment to zero in accordance with the terms hereof. Once repaid, whether such repayment is voluntary or required, the Additional Term Loan may not be reborrowed. (d) each Additional Term Loan shall be in an amount not to exceed (i) in the case of a Specified Acquisition, 50% of the purchase price of any single Specified Acquisition or (ii) in the case of the RDS Intercompany Loan, $13,500,000; provided that the original aggregate principal amount of the Additional Term Loans shall not exceed the Additional Term Loan Commitments.

Additional Term Loans. With the prior consent of the Agent (which consent shall not be unreasonably withheld), the Borrower shall have the right at any time to request a one-time increase in the aggregate amount of the Loans by providing written notice to the Agent, which notice shall be irrevocable once given. Such increase in the aggregate amount of the Loans must be in an integral multiple of $5,000,000; provided, that after giving effect to any such increase pursuant to this Section, the aggregate outstanding principal amount of the Loans may not exceed $250,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the Borrower. No existing Lender shall be required to increase the amount of its Loan hereunder and any Person becoming a Lender under this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase in the aggregate outstanding principal amount of the Loans may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Loans pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within 2 Business Days of the effectiveness of the applicable increase.

Additional Term Loans. The Additional Term Loans may only be drawn or made as 2014-1 Additional Term Loans and may only be used to finance a portion of the Rockwood Acquisition or to consummate the Other Debt Refinancing on the Rockwood Acquisition Closing Date or the Other Debt Refinancing Closing Date, as the case may be; provided, that such Additional Term Loans shall be directly funded into escrow pursuant to the Eleventh Amendment Escrow Agreement with the Eleventh Amendment Escrow Agent on the Eleventh Amendment Effective Date upon the satisfaction of the conditions set forth in the Eleventh Amendment.

Additional Term Loans. The proceeds of the 2014-1 Additional Term Loans shall be used on the Eleventh Amendment Effective Date to fund the escrow maintained pursuant to the Eleventh Amendment Escrow Agreement and on the Eleventh Amendment Release Date such funds shall be used either (A) (i) to pay a portion of the consideration in connection with the Rockwood Acquisition and for Rockwood Acquisition-Related Purposes or (ii) to finance the Other Debt Refinancing, as applicable, but not for the purposes set forth in both clauses (i) and (ii) or (B) to consummate the repayment required pursuant to Section 2.1(e).

Additional Term Loans. The commitment, if any, of Lenders to make other Term Loans shall be set forth in a Term Loan Supplement executed by the applicable Borrowers, the New Term Lenders providing such other Term Loans and the Administrative Agent. No Lender shall be obligated to execute any Term Loan Supplement.

Additional Term Loans. The principal amount of any Term Loan established after the Sixth Amendment Effective Date pursuant to Section 2.1(d)(iii) shall be repaid in installments on the date and in the amounts set forth in the documents executed and delivered by the Borrower pursuant to which such additional Term Loan is established.