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 by it as a Lender. (c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement. (d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement. (e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
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 shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and Florida Community Bank (each an “Incremental Lender” y) Borrowers' Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and collectively, in a manner consistent with the “Incremental Lenders”requirements of clause (b) hereby agrees of subsection 5.1(iii) giving pro forma effect to provide such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Term Loan Commitment to the Borrower in an amount equal to its Term Loan Commitment set forth Consolidated Senior Secured Leverage Ratio on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage a pro forma basis of the aggregate amount of Term Loan Commitments not more than 2.85:1.0 as of the date hereof last day of such period), and from time to time after the 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 ▇▇▇▇▇-▇▇▇▇▇▇▇▇, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 which loans may be incurred as 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 Tranche B Term Loans under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Tranche B Term Loans and a final maturity no earlier than Tranche B Term Maturity Date; provided, that (i) the terms and conditions of any Additional Term Loans shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 substantially similar to those applicable to the Credit Agreement Tranche B Term Loans and (ii) the applicable margins (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) payable to all Lenders providing such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the initial funding date for such Additional Term Loans shall not be amended greater than 0.50% above the applicable margins then in effect for Tranche B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the information set forth on Schedule 2.01 attached heretolife of such loan) paid to all Lenders of Tranche B Term Loans 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 shared with all Lenders of Tranche B Term Loans).
(b) Each Incremental Lender (a) represents and warrants In the event that (i) it has full power and authority▇▇▇▇▇-▇▇▇▇▇▇▇▇ desires to incur Additional Term Loans, 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 ▇▇▇▇▇-▇▇▇▇▇▇▇▇ will enter into this Agreement and, based on an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement Loans, which amendment shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount any terms and conditions of the Additional Term Loan established pursuant to Loans not covered by this Agreement in installments on as agreed by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and such Lenders, and shall provide for the dates and in issuance of promissory notes to evidence the amounts set forth in Additional Term Loans if requested by the table below lenders advancing Additional Term Loans (as such installments may hereafter be adjusted as a result which notes shall constitute Notes for purposes of prepayments made pursuant to Section 2.05 of the Credit this Agreement), unless accelerated sooner pursuant with such amendment to Section 9.02 be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this subsection 2.1A(iv) and of the Credit other provisions of this Agreement; provided that if . No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the payment date set forth below is not a Business Day, payment shall be due on Loans contemplated by this subsection 2.1A(iv) or the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of aforesaid amendment to effectuate the Additional Term Loan established pursuant to Loans. This section shall supercede any provisions contained in this Agreement, together with unpaid accrued interestincluding, shall be due and payable in full on the Maturity Datewithout limitation, subsection 10.7.
Appears in 1 contract
Additional Term Loans. (a) Each of Bank of AmericaThe Borrower may, ▇▇▇▇▇ Fargo Bankat its option, National Associationon one or more occasions prior to the Maturity Date, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Incremental Lender” and collectively, the “Incremental LendersAdditional Term Loan”) hereby agrees ). The Borrower may request Additional Term Loans in a minimum aggregate amount for all Additional Term Loans to provide be made on a Term Loan Commitment specified day of not less than $50,000,000 or an increment of $5,000,000 in excess thereof by written notice to the Administrative Agent, which notice shall be delivered at a time when no Default has occurred and is continuing and which notice shall specify (a) the proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower in pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the Persons making the Additional Term Loans (each an amount equal to its Term Loan Commitment set forth on Schedule 2.01 attached hereto. Each Incremental “Additional Lender’s Applicable Percentage ”)), nor more than forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a maximum Aggregate Loan Amount of $600,000,000). The Borrower may, after giving such notice, offer the Additional Term Loan Commitments as on either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower to make an Additional Term Loan. No consent of any Lender (other than the date hereof Lenders participating in such Additional Term Loan) shall be as set forth on Schedule 2.01 attached heretorequired for any Additional Term Loan pursuant to this Section 2.20. The existing Schedule 2.01 to the Credit Agreement No Additional Term Loans shall be deemed required to be amended to include the information set forth on Schedule 2.01 attached hereto.
(b) Each Incremental Lender made unless (a) represents the Additional Lenders, the Borrower and warrants that the Administrative Agent shall have entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) it has full power and authority, and has taken all action necessary, each Additional Lender shall agree to execute and deliver this Agreement and the amount of the new Additional Term Loan to CHAR1\1464890v5 consummate the transactions contemplated hereby and be made by the Credit Agreement as amended by this Agreement and to become a Lender under the Credit Agreementit, (ii) it meets all requirements each Additional Lender not party to this Agreement prior to the date of an Eligible Assignee under such Additional Term Loan shall agree to assume and accept the Credit Agreementobligations and rights of a Lender hereunder, (iii) from and after the Borrower shall deliver a certificate of a Responsible Officer of the Borrower dated 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 making of the Credit Agreementnew Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing the Borrower’s compliance, together on a pro forma basis after giving effect to the proposed Additional Term Loans, with copies the financial covenants herein recomputed as of the last day of the most recent recently ended fiscal quarter of the Borrower for which 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 andare available, 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 the conditions set forth in paragraphs (ia) independently and without reliance on (b) of Section 4.02 shall be satisfied and the Administrative Agent or any other Lender, shall have received a certificate to that effect dated such date 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 executed by a Responsible Officer of the obligations which by Borrower. Substantially contemporaneously with the terms satisfaction of the Credit Documents are required to be performed by it as a Lender.
(c) The Applicable Rate with respect foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate in immediately available funds as set forth in the Credit Agreement.
(d) The Maturity Date for the Section 2.03(b). Each Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in a “Loan” hereunder subject to all the Credit Agreementterms and conditions hereof.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Additional Term Loans. The Borrower may at any time and from time to time prior to December 31, 2000, at its sole cost and expense, request any one or more of the Lenders to make (asuch decision to be within the sole and absolute discretion of such Lender) Each of additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank of Americato make additional term loans, ▇▇▇▇▇ 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 by submitting a Term Loan Commitment Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that:
(A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000;
(B) each such extension of additional term loans shall be 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 not less than $10,000,000 or such amount plus an integral multiple 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.$5,000,000;
(bC) Each Incremental Lender additional term loans shall not be made on more than two occasions;
(aD) 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 each such other Person 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 the Borrower all forms, if any, that are required to be delivered by it such other Person pursuant to Section 3.10; and
(E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Credit Agreement (including pursuant to Section 3.01(e) of the Credit Agreement)Maturity Date, 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 shall have received such certificates, legal opinions and other Lender, and based on such documents and information items as it shall deem appropriate at the time, continue to make its own credit decisions reasonably request in taking or not taking action under the Credit Documents and (ii) perform in accordance connection with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lendersuch additional term loans.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Additional Term Loans. (a) Each of Bank of AmericaThe Borrower may, ▇▇▇▇▇ Fargo Bankat its option, National Associationon one or more occasions prior to the Maturity Date, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Incremental Lender” and collectively, the “Incremental LendersAdditional Term Loan”) hereby agrees ). The Borrower may request Additional Term Loans in a minimum aggregate amount for all Additional Term Loans to provide be made on a Term Loan Commitment specified day of not less than $50,000,000 or an increment of $5,000,000 in excess thereof by written notice to the Administrative Agent, which notice shall be delivered at a time when no Default has occurred and is continuing and which notice shall specify (a) the proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower in pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the Persons making the Additional Term Loans (each an amount equal to its Term Loan Commitment set forth on Schedule 2.01 attached hereto. Each Incremental “Additional Lender’s Applicable Percentage ”)), nor more than forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a maximum Aggregate Loan Amount of $900,000,000). The Borrower may, after giving such notice, offer the Additional Term Loan Commitments as on either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower to make an Additional Term Loan. No consent of any Lender (other than the date hereof Lenders participating in such Additional Term Loan) shall be as set forth on Schedule 2.01 attached heretorequired for any Additional Term Loan pursuant to this Section 2.20. The existing Schedule 2.01 to the Credit Agreement No Additional Term Loans shall be deemed required to be amended to include the information set forth on Schedule 2.01 attached hereto.
(b) Each Incremental Lender made unless (a) represents the Additional Lenders, the Borrower and warrants that the Administrative Agent shall have entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) it has full power and authority, and has taken all action necessary, each Additional Lender shall agree to execute and deliver this Agreement and the amount of the new Additional Term Loan to CHAR1\1464890v5 consummate the transactions contemplated hereby and be made by the Credit Agreement as amended by this Agreement and to become a Lender under the Credit Agreementit, (ii) it meets all requirements each Additional Lender not party to this Agreement prior to the date of an Eligible Assignee under such Additional Term Loan shall agree to assume and accept the Credit Agreementobligations and rights of a Lender hereunder, (iii) from and after the date hereof, it this Agreement shall be bound by amended to reflect the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderAdditional Term Loans, (iv) it has received the Borrower shall deliver a copy certificate of a Responsible Officer of the Credit AgreementBorrower dated the date of the making of the new Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing the Borrower’s compliance, together on a pro forma basis after giving effect to the proposed Additional Term Loans, with copies the financial covenants herein recomputed as of the last day of the most recent recently ended fiscal quarter of the Borrower for which 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 andare available, 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 pricing, amortization, maturity and other terms of the Credit Agreement (including pursuant such Additional Term Loans shall be identical to Section 3.01(e) those of the Credit Agreement)Initial Term Loans, duly completed and executed by such Incremental Lender; and (b) agrees that it will the conditions set forth in paragraphs (ia) independently and without reliance on (b) of Section 4.02 shall be satisfied and the Administrative Agent or any other Lender, shall have received a certificate to that effect dated such date 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 executed by a Responsible Officer of the obligations which by Borrower. Substantially contemporaneously with the terms satisfaction of the Credit Documents are required to be performed by it as a Lender.
(c) The Applicable Rate with respect foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate in immediately available funds as set forth in the Credit Agreement.
(d) The Maturity Date for the Section 2.03(b). Each Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in a “Loan” hereunder subject to all the Credit Agreementterms and conditions hereof.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Additional Term Loans. (a) Each So long as no Default or Event 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--------------------- Default then exists or would result therefrom, the “Incremental Lenders”) hereby agrees Borrower shall have the right at any time on or after January 1, 1999 and on or prior to August 5, 2000 to request on two occasions that one or more Banks 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 Additional 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 make Additional Term Loans, it being understood and warrants agreed, however, that (i) it has full power all Additional Term Loans made pursuant to Section 1.01(a)(B) and authority, and has taken all action necessary, this Section 1.14 pursuant to execute and deliver this Agreement and to CHAR1\1464890v5 consummate the transactions contemplated hereby and each such request shall be made on a single date within 30 days after any such request is made by the Credit Agreement Borrower as amended by this Agreement and provided above, provided that all such Additional Term Loans shall be required to become a Lender under the Credit Agreementbe incurred on or prior to August 5, 2000, (ii) it meets all requirements no Bank shall be obligated to provide an Additional Term Loan Commitment or make any Additional Term Loans as a result of an Eligible Assignee under any such request by the Credit AgreementBorrower, (iii) from any Bank may provide an Additional Term Loan Commitment (and after make an Additional Term Loan pursuant thereto) without the date hereof, it shall be bound by consent of any other Bank but with the provisions consent of the Credit Agreement as a Lender thereunder and Administrative Agent (which consent shall have the obligations of a Lender thereundernot be unreasonably withheld), (iv) it the aggregate principal amount of all Additional Term Loans permitted to be made pursuant to Section 1.01(a)(B) and this Section 1.14 shall be $250,000,000, and to the extent that such amount is less than $250,000,000, such amount shall be at least $10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) if, after the Borrower has requested the then existing Banks to provide Additional Term Loan Commitments pursuant to this Section 1.14, the Borrower has not received Additional Term Loan Commitments in an aggregate amount equal to that amount of Additional Term Loans which the Borrower desires to incur pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), request Additional Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency, and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. Not less than 30 days, but no more than 60 days, prior to each proposed Additional Term Loan Borrowing Date, the Borrower shall deliver to the Administrative Agent a notice indicating that the Borrower desires to incur Additional Term Loans pursuant to Section 1.01(a)(B) and this Section 1.14, which notice shall specify the proposed Additional Term Loan Borrowing Date and the aggregate principal amount of Additional Term Loans that the Borrower desires to incur on such date. The Administrative Agent shall promptly transmit a copy of such notice to the Credit AgreementBanks, 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 considers necessary in connection therewith (including any other Lender and (v) it fees that the Borrower has delivered any documentation required agreed to pay to those Banks which will provide the Additional Term Loans to be made pursuant to such request). Together with each notice delivered by it the Borrower to the Administrative Agent pursuant to this Section 1.14, the Borrower also shall deliver evidence satisfactory to the Administrative Agent, including an officer's certificate of the Borrower (accompanied by any required financial calculations in reasonable detail) and an opinion of counsel for the Borrower, that the incurrence of such Additional Term Loans does not violate the terms of the Credit Agreement (including Senior Note Documents, which opinion of counsel also shall cover such other customary matters as the Administrative Agent may reasonably request. In connection with each incurrence of Additional Term Loans pursuant to Section 3.01(e1.01(a)(B) of and this Section 1.14, the Credit Banks hereby agree that, notwithstanding anything to the contrary contained in this Agreement), duly completed the Borrower 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 shall take all such documents and information actions as it shall deem appropriate at the time, continue may be necessary to make its own credit decisions in taking or not taking action under the Credit Documents and ensure that all Banks with outstanding Term Loans (ii) perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.
(c) The Applicable Rate with respect to including the Additional Term Loan established pursuant Loans to this Agreement shall be made on the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the respective Additional Term Loan established pursuant Borrowing Date) participate in each Borrowing of outstanding Term Loans on a pro rata basis (including by having such Additional Term Loans spread --- ---- out over the then outstanding Borrowings of Term Loans on a pro rata basis even --- ---- though as a result thereof such Additional Term Loans may effectively have a shorter Interest Period than the then existing Term Loans), and it is hereby agreed that to this Agreement the extent such Additional Term Loans are spread out over the then outstanding Borrowings of Term Loans, the Banks that have made such Additional Term Loans shall be Maturity Date set forth entitled to receive an effective interest rate on such Additional Term Loans equal to the Eurodollar Rate as in effect two Business Days prior to the Credit Agreement.
(e) The Borrower shall repay incurrence of such Additional Term Loans plus the outstanding principal amount then Applicable Margin until the end of the then respective current Interest Periods. To the extent that any Person that is not already a then existing Bank is going to make an Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of 1.01(a)(B) and this Section 1.14, such Person shall enter into such documentation as may reasonably be requested by the Credit Agreement), unless accelerated sooner pursuant Administrative Agent to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not join such Person as a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant "Bank" party to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Additional Term Loans. (a) 2.01. Each of Bank of AmericaAdditional Term Lender hereby agrees, ▇▇▇▇▇ Fargo Bankseverally and not jointly, National Association, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank (each to make an “Incremental Lender” and collectively, the “Incremental Lenders”) hereby agrees to provide a Additional Term Loan Commitment to the Borrower on the Third Amendment Effective Date in an aggregate principal amount equal to its Additional Term Loan Commitment Commitment, on the terms set forth on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage of herein and in the aggregate amount of Term Loan Commitments as of Credit Agreement, and subject to the date hereof shall be as conditions set forth on Schedule 2.01 attached heretoin Section 4 below. The existing Schedule 2.01 to the Credit Agreement Additional Term Loans 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 “Loans” for 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 purposes of the Credit Agreement as a and the other Loan Documents and having terms and provisions identical to those applicable to the Original Term Loans made pursuant to Section 2.01(a) of the Credit Agreement.
2.02. Each Additional Term Lender thereunder and shall have the obligations of a Lender thereunder, hereby: (ivi) it has received confirms that a copy of the Credit AgreementAgreement and the other applicable Loan Documents, together with copies of the most recent financial statements delivered pursuant referred to Section 7.01 thereof therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement andAmendment and make an Additional Term Loan has been made available to such Additional Term Lender by the Administrative Agent; (ii) agrees that it will, based on such information, has made such analysis and decision independently and without reliance on upon 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, agent 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 Agreement or the other applicable Loan Documents, including this Amendment; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents and (ii) perform in accordance with their terms all of as are delegated to the obligations which Administrative Agent, as the case may be, by the terms of thereof, together with such powers as are reasonably incidental thereto; and (iv) acknowledges and agrees that upon the Third Amendment Effective Date such Additional Term Lender shall be a “Lender”, under, and for all purposes of, the Credit Documents are required Agreement and the other Loan Documents, and shall be subject to be performed and bound by it as the terms thereof, and shall perform all the obligations of and shall have all rights of a LenderLender thereunder.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount 2.03. Any undrawn portion of the Additional Term Loan established pursuant to this Agreement in installments Commitments shall automatically terminate immediately after the Borrowing on the dates Third Amendment Effective Date.
2.04. The Additional Term Loans shall not accrue interest for any period prior to the Third Amendment Effective Date, and in the amounts set forth in the table below (as such installments may hereafter Borrower shall not be adjusted as a result of prepayments made pursuant required to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due pay interest on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant Loans for any period prior to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Third Amendment Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Fly Leasing LTD)
Additional Term Loans. If the 364-Day Loans have been paid in full and all the 364-Day Commitments have been terminated, then, prior to the Facility Termination Date, the Borrower shall have the right, subject to the terms and conditions set forth below, to borrow additional term loans (the “Additional Loans”) from one or more existing Lenders (provided that no Lender shall be required to make all or any portion of the Additional Loans without its prior written consent, which consent is to be given in each Lender’s sole discretion) and/or one or more institutions that are not existing Lenders but are approved by the Agent and the Borrower; provided that (a) Each no Unmatured Default or Default shall exist either at the time of Bank the request or the making of Americathe Additional Loans (or will result from the making of the Additional Loans), ▇▇▇▇▇ Fargo Bank(b) the Additional Loans shall be in a minimum amount of $10,000,000 (and in integral multiples of $1,000,000 in excess thereof), National Association(c) the Additional Loans may only be made subsequent to the date that is ninety (90) days after the Effective Date and shall neither mature earlier than six months after the Facility Termination Date nor have, SunTrust Bankwith respect to any amortization schedule for such Additional Loans, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank (each an “Incremental Lenderaverage life” and collectivelyshorter than the Term Loans, (d) the “Incremental Lenders”) hereby agrees to provide Additional Loans shall be in 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 maximum aggregate principal amount of Term $500,000,000 and (e) this Agreement and any other 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 Document will be amended to include incorporate the information set forth on Schedule 2.01 attached hereto.
(b) Each Incremental Lender (a) represents Additional Loans and warrants that (i) it has full power reflect that, among other things, the Additional Loans shall constitute Obligations 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 pari passu with the provisions Terms Loans and such amendment shall reflect the pricing, maturity and amortization 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 Additional Loans and such other documents terms concerning the Additional Loans as required by the Agent and information as it has deemed appropriate the Lenders who agree 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 Additional Loan; provided that if the terms of the Additional Loans are not similar to the terms of the Credit Agreement (including pursuant to Section 3.01(e) Revolving Loans and Term Loans, the Borrower agrees, at the request of the Credit Agreement)Agent and the Required Lenders, duly completed to further amend this Agreement and executed by other Loan Documents to cause 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 by it as a Lender.
(c) The Applicable Rate with respect applicable to the Additional Loans as selected by the Agent and the Required Lenders to become applicable to the Revolving Loans and Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit AgreementLoans.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Sources: Credit Agreement (Omnicare Inc)
Additional Term Loans. (a) Each The principal amount 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 any 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 established 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 Closing Date 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 (v2.1(d)(iii) 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement repaid in installments on the dates date and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made documents executed and delivered by the Borrower pursuant to Section 2.05 which such additional Term Loan is established.
(a) Interest on Loans. Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:
(i) in the case of Revolving Loans or the Credit AgreementFourth Amendment Replacement Term Loan:
(A) if a Base Rate Loan (including a Base Rate Loan referencing the LIBOR Index Rate), unless accelerated sooner the Base Rate plus the Applicable Margin; or
(B) if an Adjusted LIBOR Rate Loan, the Adjusted LIBOR Rate plus the Applicable Margin; and
(ii) in the case of Swingline Loans, at the Swingline Rate (or with respect to any Swingline Loan advanced pursuant to Section 9.02 an Auto Borrow Agreement, such other rate as separately agreed in writing between the Borrower and the Swingline Lender);(iii) in the case of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional any Term Loan established pursuant to this AgreementSection 2.1(d)(iii), together at the percentages per annum specified in the lender joinder agreement(s) and/or the commitment agreement(s) whereby such Term Loan is established.
(b) The basis for determining the rate of interest with unpaid accrued interestrespect to any Loan (except a Swingline Loan, which may only be made and maintained at the Swingline Rate (unless and until converted into a Revolving Loan pursuant to the terms and conditions hereof), and the Interest Period with respect to any Adjusted LIBOR Rate Loan, shall be due selected by the Borrower and payable notified to the Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in full accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day (i) if such Loan is an Adjusted LIBOR Rate Loan, such Loan shall become a Base Rate Loan and (ii) if such Loan is a Base Rate Loan, such Loan shall remain a Base Rate Loan.
(c) In connection with Adjusted LIBOR Rate Loans, there shall be no more than eight (8) Interest Periods outstanding at any time. In the event the Borrower fails to specify between a Base Rate Loan or an Adjusted LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (i) if outstanding as an Adjusted LIBOR Rate Loan, will be automatically converted into a Base Rate Loan on the Maturity last day of the then-current Interest Period for such Loan, and (ii) if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. In the event the Borrower fails to specify an Interest Period for any Adjusted LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. on each Interest Rate Determination Date and each Index Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to each of the LIBOR Loans for which an interest rate is then being determined (and for the applicable Interest Period in the case of Adjusted LIBOR Rate Loans) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender.
(d) Interest payable pursuant to this Section 2.7 shall be computed on the basis of (i) for interest at the Base Rate (including Base Rate Loans determined by reference to the LIBOR Index Rate), year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and (ii) for all other computations of fees and interest, a year of three hundred sixty (360) days, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from an Adjusted LIBOR Rate Loan, the date of conversion of such Adjusted LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to an Adjusted LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such Adjusted LIBOR Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan.
Appears in 1 contract
Additional Term Loans. The Borrower shall have the right, at any time and from time to time, to request the making of additional Loans (a“Additional Loans”) which are either Term A Loans or Term B Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to the making of any Additional Loans the aggregate outstanding amount of the Loans shall not exceed $1,000,000,000 minus the amount of any optional prepayments of the Loans pursuant to Section 2.8. Additional Loans shall be on the same terms and conditions of this Agreement that are applicable to all other Term A Loans or Term B Loans, as the case may be. Each such request to make Additional Loans must be in a minimum amount of Bank $25,000,000 and integral multiples of America$5,000,000 in excess thereof. If the request is approved by the Administrative Agent, ▇▇▇▇▇ Fargo Bankthe Administrative Agent, National Associationin consultation with the Borrower Representative, SunTrust Bankshall manage all aspects of the syndication of such Additional Loans, PNC Bankincluding decisions as to the selection of the existing Lenders and/or other banks, National Associationfinancial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the Additional Loans among such existing Lenders and/or other banks, Citizens Bankfinancial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such Additional Loans, as the case may be, shall be reasonably acceptable to the Borrower Representative. No Lender shall be obligated in any way whatsoever to make Additional Loans, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. In connection with the making of any Additional Loans under this Section, (I) the Borrower shall certify to any Person to become a Lender or any Lender making Additional Loans that (x) no Default or Event of Default is in existence on the effective date of such increase and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (II) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies (certified by the Secretary or Assistant Secretary of the Borrower Representative) of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Additional Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing Additional Loans, in the amount of each such ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank (each an “Incremental Lender” and collectively, ’s Loans at 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 time of the aggregate amount of Term Loan Commitments as effectiveness of the date hereof shall be as set forth on Schedule 2.01 attached heretomaking of any Additional Loans. The existing Schedule 2.01 to In connection with 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 making 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 any Additional Loans pursuant to this Section 7.01 thereof and 2.14. any Lender becoming a party hereto shall execute such other documents and information agreements 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 by it as a Lendermay reasonably request.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of the current Flex-Debt Amount and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of $25,000,000. Each such notice shall specify (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 the date (each an “Incremental Lender” and collectively, the “Incremental LendersIncreased Amount Date”) hereby agrees on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated which proposed New Term Lenders shall be reasonably acceptable to the Administrative Agent; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion, allocations shall be proposed by the Administrative Agent (or, if the Administrative Agent elects to not arrange, by the arranger of such New Term Commitments) and shall be reasonably acceptable to the Borrower, and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment Commitment. Such New Term Commitments shall become effective as of such Increased Amount Date; provided that, (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the Borrower in an amount equal to its making of any New Term Loan Commitment Loans, each of the conditions set forth on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage in Section 3.02 shall be satisfied; (3) the Borrower shall be in pro forma compliance with each of the aggregate amount of Term Loan Commitments as of the date hereof shall be as covenants set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to in Section 5.04, calculated by taking into account (x) EBITDA for 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 four Fiscal Quarter period most recent recently then ended for which financial statements have been 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 5.03(b) 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.giving pro
Appears in 1 contract
Additional Term Loans. With the consent of the Administrative Agent, the Company from time to time after the Closing Date may solicit commitments ("Additional Term Loan Commitments") for additional Term Loans ("Additional Term Loans") which may become committed and shall be funded on the following terms:
(a) Each of Bank of America, ▇▇▇▇▇ Fargo Bank, National Association, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank Additional Term Loans shall be committed and Florida Community Bank (each an “Incremental Lender” funded on the terms 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 conditions set forth on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage in this Agreement applicable to Term Loans (other than those expressly applicable only to Initial Term Loans), except that the margins at which interest accrues pursuant to Section 2.05
(a) in excess of the aggregate amount of Term Loan Commitments as Base Rate on Base Rate Loans and in excess of the date hereof shall Adjusted Eurodollar Rate on Eurodollar Rate Loans may be changed with the consent of the Company 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement Commitments. Without limiting the generality of the foregoing, Additional Term Loans shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date and shall be secured Equally and Ratably with the Initial Term Loans and all other Parity Lien Obligations by all security interests granted to the Collateral Trustee pursuant to the Security Documents.
(b) On each occasion on which Additional Term Loan Commitments are solicited, Additional Term Loan Commitments shall be solicited and delivered for simultaneous funding in a single drawdown on a single Business Day (an "Additional Term Loan Borrowing Date") in a minimum amount of $25,000,000. Additional Term Loans that are repaid may not be reborrowed.
(c) With the consent of the Company and the Administrative Agent, Additional Term Loans may be funded at a discount or premium to the stated principal amount thereof, and the compensation paid or promised by the Company or any Subsidiary or Affiliate of the Company for the arrangement, solicitation, delivery or funding of Additional Term Loans shall not be restricted.
(d) Additional Term Loan Commitments shall not be solicited, delivered or funded:
(i) in an amount which the Company is not then permitted to incur under Section 5.09;
(ii) in a stated principal amount which would, after giving effect to any simultaneous issuance of Additional Notes under the Indentures and any simultaneous incurrence of any other Parity Lien Debt and any simultaneous use of the proceeds of any such funding or issuance, result in a violation of clause (2) of the definition of "Permitted Liens"; or
(iii) unless the Company and Guarantors deliver to the Administrative Agent, for the benefit of the Collateral Trustee, the Administrative Agent and the Lenders:
(A) an Officers' Certificate to the effect that, on the Additional Term Loan Borrowing Date for such Additional Term Loans, (1) no Default or Event of Default has occurred and is continuing or resulted from the funding of such Additional Term Loans; (2) no "Default" or "Event of Default", as defined in each of the Parity Lien Debt Documents, has occurred and is continuing and (3) the requirements set forth in Section 2.19(d)(i) and (ii) are satisfied (and each Lender funding an Additional Term Loan shall be entitled to rely conclusively upon such Officers' Certificate as to all of the matters therein set forth for all purposes, including the right of such Additional Term Loan to share Equally and Ratably in the Collateral and all benefits thereof); and
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Additional Term Loans. (a) Each In the event of Bank the inclusion of Americaan Additional Term Loan, ▇▇▇▇▇ 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 collectivelyBorrower, the “Incremental Lenders”Guarantors, the Administrative Agent and the new lender(s) hereby agrees or existing Lender(s) providing such Additional Term Loans shall enter into an amendment to provide a Term this Agreement and the other 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 Documents, 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 is necessary, to execute evidence such Additional Term Loan and deliver this Agreement and to CHAR1\1464890v5 consummate the transactions contemplated hereby and have it be guaranteed and, as applicable, secured by the Credit Agreement as amended by this Agreement other Loan Documents (the “Term Loan Amendment”), and all Lenders not providing the Additional Term Loan hereby consent to become a Lender such limited scope amendment without future consent rights, provided that any such amendment regarding the Additional Term Loan shall provide that: (A) the final maturity date of the Additional Term Loan shall be no earlier than any other Facility Termination Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Credit AgreementAdditional Term Loan, in each case, occurring earlier than any other Facility Termination Date, (iiC) it meets all requirements the Additional Term Loans will rank pari passu in right of an Eligible Assignee under payment and with respect to security with the Credit Agreementexisting Revolving Loans and Term Loans and the borrower and guarantors of the Additional Term Loans shall be the same as the Borrower and Guarantors with respect to the existing Revolving Loans and Term Loans, (iiiD) from the interest rate margin, rate floors, fees, original issue discount 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 by it as a Lender.
(c) The Applicable Rate with respect premium applicable to the Additional Term Loan established pursuant to this Agreement shall be determined by the Applicable Rate set forth in Borrower and the Credit Agreement.
Lender(s) providing such Additional Term Loan, (dE) The Maturity Date for the Additional Term Loan established pursuant to this Agreement Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Loans and any existing Term Loans as shall be Maturity Date set forth in determined by the Credit Agreement.
Borrower and the Lender(s) providing such Additional Term Loan, and (eF) The Borrower shall repay the outstanding principal amount terms of the Additional Term Loan established pursuant shall be substantially identical to the terms set forth herein with respect to any other existing Term Loan (except as set forth in clauses (A) through (E) above). In connection with any Additional Term Loan, the Borrower, the Guarantors, the Administrative Agent and each of the Lender(s) providing such Additional Term Loan shall execute and deliver to the Administrative Agent the Term Loan Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence, guarantee or secure the Additional Term Loan including evidence of authority to borrow, certifications and opinions as the Administrative Agent may reasonably require. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Term Loan Amendment. The Term Loan Amendment, without the consent of any other Lender, may effect such amendments to this Agreement in installments on and the dates and other Loan Documents as may be necessary or appropriate, in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 reasonable opinion of the Credit Agreement)Administrative Agent, unless accelerated sooner pursuant the Lender(s) providing the Additional Term Loan and the Borrower, to Section 9.02 of implement the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount terms of the Additional Term Loan, including any amendments necessary to establish the Additional Term Loan, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent, the Lender(s) providing the Additional Term Loan established pursuant to this Agreement, together and the Borrower in connection with unpaid accrued interest, shall be due and payable in full on the Maturity Dateestablishment of such Additional Term Loan.
Appears in 1 contract
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 shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and Florida Community Bank (each an “Incremental Lender” y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and collectively, in a manner consistent with the “Incremental Lenders”requirements of clause (b) hereby agrees of subsection 5.1(iii) giving pro forma effect to provide such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Term Loan Commitment to the Borrower in an amount equal to its Term Loan Commitment set forth Consolidated Senior Secured Leverage Ratio on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage a pro forma basis of the aggregate amount of Term Loan Commitments not more than 2.85:1.00 as of the date hereof last day of such period), and from time to time after the Third 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 ▇▇▇▇▇-▇▇▇▇▇▇▇▇, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 which loans may be incurred as 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 Tranche B1 Term Loans under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Tranche B1 Term Loans and a final maturity no earlier than Tranche B1 Term Loan Maturity Date; provided, that (i) the terms and conditions of any Additional Term Loans shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 substantially similar to those applicable to the Credit Agreement Tranche B1 Term Loans and (ii) the applicable margins (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) payable to all Lenders providing such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the initial funding date for such Additional Term Loans shall not be amended greater than 0.50% above the applicable margins then in effect for Tranche B1 Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the information set forth on Schedule 2.01 attached heretolife of such loan) paid to all Lenders of Tranche B1 Term Loans 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 shared with all Lenders of Tranche B1 Term Loans).
(b) Each Incremental Lender (a) represents and warrants In the event that (i) it has full power and authority▇▇▇▇▇-▇▇▇▇▇▇▇▇ desires to incur Additional Term Loans, 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 ▇▇▇▇▇-▇▇▇▇▇▇▇▇ will enter into this Agreement and, based on an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement Loans, which amendment shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount any terms and conditions of the Additional Term Loan established pursuant to Loans not covered by this Agreement in installments on as agreed by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and such Lenders, and shall provide for the dates and in issuance of promissory notes to evidence the amounts set forth in Additional Term Loans if requested by the table below lenders advancing Additional Term Loans (as such installments may hereafter be adjusted as a result which notes shall constitute Notes for purposes of prepayments made pursuant to Section 2.05 of the Credit this Agreement), unless accelerated sooner pursuant with such amendment to Section 9.02 be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this subsection 2.1A(vi) and of the Credit other provisions of this Agreement; provided that if . No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the payment date set forth below is not a Business Day, payment shall be due on Loans contemplated by this subsection 2.1A(vi) or the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of aforesaid amendment to effectuate the Additional Term Loan established pursuant to Loans. This section shall supersede any provisions contained in this Agreement, together with unpaid accrued interestincluding, without limitation, subsection 10.7 and references in subsection 10.7 to “subsection 2.1A(iv)” shall be due and payable in full on the Maturity Datedeemed to refer to this section.
Appears in 1 contract
Additional Term Loans. With the consent of the Administrative Agent, the Company from time to time after the Closing Date may solicit commitments ("Additional Term Loan Commitments") for additional Term Loans ("Additional Term Loans") which may become committed and shall be funded on the following terms:
(a) Each of Bank of America, ▇▇▇▇▇ Fargo Bank, National Association, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank Additional Term Loans shall be committed and Florida Community Bank (each an “Incremental Lender” funded on the terms 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 conditions set forth on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage in this Agreement applicable to Term Loans (other than those expressly applicable only to Initial Term Loans), except that the margins at which interest accrues pursuant to Section 2.05
(a) in excess of the aggregate amount of Term Loan Commitments as Base Rate on Base Rate Loans and in excess of the date hereof shall Adjusted Eurodollar Rate on Eurodollar Rate Loans may be changed with the consent of the Company 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement Commitments. Without limiting the generality of the foregoing, Additional Term Loans shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date, shall be guaranteed by the Guarantors on the terms set forth in Article XII (whether or not any Guarantor delivers an additional instrument creating or confirming such guarantee), and shall be secured Equally and Ratably with the Initial Term Loans and all other Secured Obligations by all security interests granted to the Collateral Agent pursuant to the Security Documents.
(b) On each occasion on which Additional Term Loan Commitments are solicited, Additional Term Loan Commitments shall be solicited and delivered for simultaneous funding in a single drawdown on a single Business Day (an "Additional Term Loan Borrowing Date") in a minimum amount of $25,000,000. Additional Term Loans that are repaid may not be reborrowed.
(c) With the consent of the Company and the Administrative Agent, Additional Term Loans may be funded at a discount or premium to the stated principal amount thereof, and the compensation paid or promised by the Company or any Subsidiary or Affiliate of the Company for the arrangement, solicitation, delivery or funding of Additional Term Loans shall not be restricted.
(d) Additional Term Loan Commitments shall not be solicited, delivered or funded:
(i) in an amount which the Company is not then permitted to incur under Section 5.09;
(ii) in a stated principal amount which would, after giving effect to any simultaneous issuance of additional Notes under the Indenture and any simultaneous use of the proceeds of any such funding or issuance, cause the aggregate outstanding principal amount of all outstanding Notes (including all original Notes and additional Notes) and Term Loans (including the Initial Term Loans and all Additional Term Loans) to exceed $725,000,000; or
(iii) unless the Company and Guarantors deliver to the Administrative Agent, for the benefit of the Collateral Agent, the Administrative Agent and the Lenders:
(A) an Officers' Certificate to the effect that, on the Additional Term Loan Borrowing Date for such Additional Term Loans, (1) no Default or Event of Default has occurred and is continuing or resulted from the funding of such Additional Term Loans; (2) no "Default" or "Event of Default", as defined in the Indenture, has occurred and is continuing and (3) the requirements set forth in Section 2.19(d)(i) and (ii) are satisfied (and each Lender funding an Additional Term Loan shall be entitled to rely conclusively upon such Officer's Certificate as to all of the matters therein set forth for all purposes, including the right of such Additional Term Loan to share Equally and Ratably in the Collateral and all benefits thereof); and
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Tesoro Petroleum Co Inc)
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 The Borrowers will have a one-time option (each an “Incremental Lender” and collectively, the “Incremental Lenders”"Conversion Option") hereby agrees to provide convert all or 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 portion of the aggregate amount of Revolving Loans into Term Loan Commitments Loans ("Additional Term Loans") 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 heretoprovided in this Section 3.4.
(b) Each Incremental The Parent may exercise the Conversion Option by written notice (the "Conversion Notice") to each Lender (a) represents not less than 10 days and warrants not more than 90 days prior to the Conversion Date specified therein, provided 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 Conversion Option may not be exercised at any time while a Lender under the Credit Agreement, (ii) it meets all requirements Default or an Event 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 Default is continuing and (ii) perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to Conversion Date, if any, shall not be performed by it as a Lenderlater than January 1, 2009.
(c) The Applicable Rate Conversion Notice shall specify:
(i) the effective date of the conversion (the "Conversion Date"), which shall be a Monthly Interest Payment Date;
(ii) the aggregate principal amount of the Loans to be converted to Additional Term Loans (the "Conversion Amount"), which shall be not less than $5,000,000;
(iii) the date, a Monthly Interest Payment Date not later than the Originally Scheduled Maturity Date, selected by the Parent as the date on which, if not sooner paid in accordance with respect to the provisions of this Agreement, the Additional Term Loans will be due and payable (the "Additional Term Loan established pursuant Maturity Date"); and
(iv) the portion of each Non-Mortgage Note that will represent Revolving Loans (if fully advanced), Initial Term Loans and Additional Term Loans immediately after giving effect to this Agreement shall be the Applicable Rate set forth conversion, determined in the Credit Agreementaccordance with Section 3.4(d).
(d) The Maturity Date for portion of the outstanding principal amount of each Non-Mortgage Note that will represent an Additional Term Loan established pursuant to this Agreement as of the Conversion Date shall be Maturity Date set forth in equal the Credit Agreementoutstanding principal amount of Revolving Loans represented by such Note at the time of the conversion multiplied by a fraction the numerator of which is the Conversion Amount and the denominator of which is the aggregate outstanding principal amount of Revolving Loans represented by all Non-Mortgage Notes at the time.
(e) The Borrower shall repay Required Non-Mortgage Lenders will in good faith determine the outstanding principal amount Additional Term Loan Interest Rate in accordance with the definition thereof as of 3:00 p.m. (New York City time) on the first Business Day on which the holders of Non-Mortgage Notes are in receipt of the Conversion Notice not later than 10:00 a.m. (New York City time) and on which the New York Stock Exchange is open for normal trading business (the "Additional Term Loan Rate Determination Date") and will as promptly as practicable after making such determination send the Parent written notice of such determination by telecopy or by e-mail to an e-mail address of the Parent specified in the Conversion Notice. Such determination of the Additional Term Loan established pursuant to this Agreement in installments Interest Rate shall be final and binding on the dates Lenders and in the amounts set forth in Borrowers unless not later than five Business Days after the table below (as Parent's receipt of such installments may hereafter be adjusted as a result notice of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount determination of the Additional Term Loan established pursuant to this AgreementInterest Rate, together the Parent provides the Lenders with unpaid accrued interest, shall be due and payable evidence of manifest error in full on the Maturity Datesuch determination.
Appears in 1 contract
Sources: Loan Agreement (GTJ REIT, Inc.)
Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (athe “New Term Commitments”), in an amount not in excess of $125,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of $25,000,000. Each such notice shall specify (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 the date (each an “Incremental Lender” and collectively, the “Incremental LendersIncreased Amount Date”) hereby agrees on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment Commitment. Such New Term Commitments shall become effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the Borrower in an amount equal to its making of any New Term Loan Commitment Loans, each of the conditions set forth on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage in Section 3.02 shall be satisfied; (3) the Borrower shall be in pro forma compliance with each of the aggregate amount of Term Loan Commitments as of the date hereof shall be as covenants set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to in Section 5.04, calculated by taking into account (x) EBITDA for 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 four Fiscal Quarter period most recent recently then ended for which financial statements have been delivered pursuant to Section 7.01 thereof 5.03(b)(iii) or (c)(ii) and such other documents and information as it has deemed appropriate giving pro forma effect 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 any acquisition consummated with the proceeds of any New Term Commitments established on the Administrative Agent or any other Lender Increased Amount Date as though such acquisition had been consummated as of the first day of the fiscal period covered by such financial statements 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 Agreementy), 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, in connection with the concurrent refinancing in full of any outstanding Tranche B-1 Term Loans, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an aggregate amount not in excess of the aggregate principal amount of Tranche B-1 Term Loans outstanding at the time of the incurrence of such new Loans (the “New Term Loans”); provided that the proceeds of the New Term Loans shall be used only to refinance in full all outstanding Tranche B-1 Term Loans (if any) and to pay any related fees and expenses. Such notice shall specify (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 the date (each an “Incremental Lender” and collectively, the “Incremental LendersIncreased Amount Date”) hereby agrees on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as may be approved by the Administrative Agent) and (b) the identity of each Lender or other Person (who shall be an Eligible Assignee) (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective as of the Increased Amount Date; provided that (i) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Term Commitments, (ii) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 6.2 shall be satisfied, (iii) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e), and (iv) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (a) each New Term Lender shall make a New Term Loan Commitment to the Borrower in an amount equal to its New Term Commitment, (b) each New 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 made thereunder shall be deemed for all purposes a Term Loan and (c) each New Term Lender shall become a Lender hereunder with respect to be amended to include its New Term Commitment and the information New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of the Increased Amount Date, the New Term Commitments and the New Term Lenders. The terms and provisions of the New Term Loans and New Term Commitments shall be, except as otherwise set forth on Schedule 2.01 attached hereto.
(b) Each Incremental Lender (a) represents and warrants that herein or in the applicable Joinder Agreement, substantially similar to the Tranche B-2 Term Loans, except that: (i) it has full power and authority, and has taken the weighted average life to maturity of all action necessary, New Term Loans shall be no shorter than the weighted average life to execute and deliver this Agreement and to CHAR1\1464890v5 consummate maturity of the transactions contemplated hereby and by the Credit Agreement as amended by this Agreement and to become a Lender under the Credit AgreementTranche B-2 Terms Loans, (ii) it meets the maturity date of all requirements of an Eligible Assignee under New Term Loans shall be no shorter than the Credit AgreementTranche B-2 Term Loan Maturity Date, and (iii) from and after the date hereof, it Applicable Margins applicable to the New Term Loans shall be bound determined by the provisions of Borrower and the Credit Agreement as a Lender thereunder applicable new Lenders and shall have be set forth in each applicable Joinder Agreement; provided, however, that 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 yield applicable to the terms of New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than 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 by it as a Lender.
(c) The Applicable Rate yield with respect to the Additional Tranche B-2 Term Loan established pursuant Loans or any Modified Term Loans unless the yield with respect to the Tranche B-2 Term Loans and the Modified Term Loans, if any, is increased so as to cause such yield to equal the yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees and original issue discount payable with respect to such New Term Loans). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement shall and the other Loan Documents as may be the Applicable Rate set forth necessary or appropriate, in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount opinion of the Additional Administrative Agent, to effectuate the provisions of this Section 2.4, including, without limitation, to include appropriately the New Term Loan established pursuant Lenders in any determination of Required Lenders and Majority Facility Lenders, and to this Agreement in installments on incorporate appropriately any New Term Loans into the dates definition of Subfacility. Each Group Member agrees to cooperate with the Administrative Agent to take such actions as the Administrative Agent may reasonably request to ensure that the Obligations, including all Loans, are guaranteed by the Guarantors and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 are secured by all of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity DateCollateral.
Appears in 1 contract
Sources: Credit Agreement (Protection One Alarm Monitoring Inc)
Additional Term Loans. (a) Each The Borrower may from time to time elect to request one or more tranches 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 additional term loans (each an “Incremental Lender” and collectivelyAdditional Term Loan”), 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 each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of all such Additional Term Loan Commitments as of the date hereof shall be as set forth on Schedule 2.01 attached heretoLoans does not exceed $182,000,000. The existing Schedule 2.01 to the Credit Agreement shall be deemed Borrower may arrange for any such Additional Term Loans to be amended provided by one or more existing Lenders (each Lender so agreeing to include the information set forth on Schedule 2.01 attached hereto.
provide such Additional Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (b) Each Incremental Lender (a) represents and warrants each such new bank, financial institution or other entity, an “Augmenting Lender”), to provide such Additional Term Loans; provided that (i) it has full power and authorityeach Augmenting Lender, 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 subject to the provisions approval of the Credit Agreement as a Lender thereunder Borrower 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 such approval not to be delivered by it pursuant to the terms of the Credit Agreement (including pursuant to Section 3.01(eunreasonably withheld) 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 (x) in accordance the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit H hereto and with their terms all such changes as reasonably agreed by the Administrative Agent, the Borrower and the Increasing Lender, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit I hereto and with such changes as reasonably agreed by the Administrative Agent, the Borrower and the Augmenting Lender. No consent of any Lender (other than the Lenders participating in any Additional Term Loan) shall be required for any Additional Term Loans pursuant to this Section 2.20 and no Lender shall be required to provide any Additional Term Loans without its consent. Additional Term Loans created pursuant to this Section 2.20 shall become effective and be made on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Additional Term Loans shall become effective and be made under this paragraph unless, (i) on the proposed date of the obligations which by borrowing of such Additional Term Loans, the terms Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Sections 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date as to the corporate power and authority of the Credit Documents are required Borrower to be performed by it as a Lender.
borrow the Additional Term Loans. The Additional Term Loans (a) shall rank pari passu in right of payment with the other Loans, (b) shall not mature earlier than the Maturity Date, (c) The Applicable shall otherwise be treated substantially the same as the other Loans and (d) shall, for all purposes of this Agreement, be considered Loans on a pro rata basis with all other Loans outstanding under this facility provided that (x) Additional Term Loans shall initially either be made as Base Rate Loans or be made with respect to an initial Interest Period that ends on the same day (the “Rollover Date”) as the first Interest Period for any then existing Loans that ends after the date such Additional Term Loans are made, (y) interest accruing on Additional Term Loans until the Rollover Date shall accrue solely for the benefit of the Lenders that have made such Additional Term Loans and (z) on the Rollover Date, the Additional Term Loan established pursuant to this Agreement Loans shall be rolled over with then outstanding Loans and all Lenders shall share pro rata the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the interest accruing on Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit AgreementLoans and other then outstanding Loans.
(e) The Borrower shall repay the outstanding principal amount of the Additional Term Loan established pursuant to this Agreement in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.02 of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full on the Maturity Date.
Appears in 1 contract
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 shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and Florida Community Bank (each an “Incremental Lender” y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and collectively, in a manner consistent with the “Incremental Lenders”requirements of clause (b) hereby agrees of subsection 5.1(iii) giving pro forma effect to provide such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Term Loan Commitment to the Borrower in an amount equal to its Term Loan Commitment set forth Consolidated Senior Secured Leverage Ratio on Schedule 2.01 attached hereto. Each Incremental Lender’s Applicable Percentage a pro forma basis of the aggregate amount of Term Loan Commitments not more than 2.85:1.0 as of the date hereof last day of such period), and from time to time after the Second 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 ▇▇▇▇▇-▇▇▇▇▇▇▇▇, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 which loans may be incurred as 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 Tranche B1 Term Loans, Domestic Tranche C Term Loans and Tranche D Term Loans under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Tranche B1 Term Loans and a final maturity no earlier than Tranche B1 Term Loan Maturity Date; provided, that (i) the terms and conditions of any Additional Term Loans shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 substantially similar to those applicable to the Credit Agreement Tranche B1 Term Loans and (ii) the applicable margins (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) payable to all Lenders providing such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the initial funding date for such Additional Term Loans shall not be amended greater than 0.50% above the applicable margins then in effect for Tranche B1 Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the information set forth on Schedule 2.01 attached heretolife of such loan) paid to all Lenders of Tranche B1 Term Loans 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 shared with all Lenders of Tranche B1 Term Loans).
(b) Each Incremental Lender (a) represents and warrants In the event that (i) it has full power and authority▇▇▇▇▇-▇▇▇▇▇▇▇▇ desires to incur Additional Term Loans, 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 ▇▇▇▇▇-▇▇▇▇▇▇▇▇ will enter into this Agreement and, based on an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement Loans, which amendment shall be the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the outstanding principal amount any terms and conditions of the Additional Term Loan established pursuant to Loans not covered by this Agreement in installments on as agreed by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and such Lenders, and shall provide for the dates and in issuance of promissory notes to evidence the amounts set forth in Additional Term Loans if requested by the table below lenders advancing Additional Term Loans (as such installments may hereafter be adjusted as a result which notes shall constitute Notes for purposes of prepayments made pursuant to Section 2.05 of the Credit this Agreement), unless accelerated sooner pursuant with such amendment to Section 9.02 be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this subsection 2.1A(ix) and of the Credit other provisions of this Agreement; provided that if . No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the payment date set forth below is not a Business Day, payment shall be due on Loans contemplated by this subsection 2.1A(ix) or the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount of aforesaid amendment to effectuate the Additional Term Loan established pursuant to Loans. This section shall supersede any provisions contained in this Agreement, together with unpaid accrued interestincluding, without limitation, subsection 10.7 and references in subsection 10.7 to “subsection 2.1A(iv)” shall be due and payable in full on the Maturity Datedeemed to refer to this section.
Appears in 1 contract
Sources: Secured Credit Agreement (Owens Illinois Group Inc)
Additional Term Loans. (a) Each The Borrower may at any time prior to the Tranche B Termination Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of Bank the Lenders), request up to three additional term loan facilities (each, an "Incremental Term Facility"; the loans thereunder, "Incremental Term Loans"), in each case, in a minimum aggregate principal amount of America, ▇▇▇▇▇ Fargo Bank, National Association, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank $50,000,000; provided that (i) upon the effectiveness of any Incremental Amendment referred to below and Florida Community Bank at the time any such Incremental Term Loans are made (each an “and after giving effect thereto) (i) no Default or Event of Default shall exist and (ii) after giving effect to and including the aggregate principal amount of such Incremental Lender” Term Loans and collectivelygiving effect to any Permitted Acquisition, the “consideration for which consisted in whole or in part of such Incremental Lenders”) hereby agrees Term Loans, the Senior Secured Leverage Ratio as of the last day of the most recently completed fiscal quarter would have been less than 2.50 to provide 1.00 on a Term Loan Commitment pro forma basis. Notwithstanding anything 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 contrary herein, the aggregate amount of the Incremental Term Loan Commitments as of the date hereof Loans 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 heretonot exceed $150,000,000.
(b) Each The Incremental Lender (a) represents and warrants that Term Loans, if any, (i) it has full power shall rank pari passu in right of payment and authority, and has taken all action necessary, to execute and deliver this Agreement and to CHAR1\1464890v5 consummate of security with the transactions contemplated hereby and by the Credit Agreement as amended by this Agreement and to become a Lender under the Credit AgreementTerm Loans, (ii) it meets all requirements of an Eligible Assignee under shall not have a final maturity earlier than the Credit Agreement, Tranche B Termination Date and (iii) from except as set forth above, shall be treated substantially the same as (and after in any event no more favorably than) the Tranche B Term Loans (in each case, including with respect to mandatory and optional prepayments), provided that the Incremental Term Loans may be priced differently than the Tranche B Term Loans, provided further that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to Incremental Term Loans exceeds the Applicable Margin relating to Tranche B Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin relating to the Tranche B Term Loans and any previously made Incremental Term Loans shall be adjusted, as of 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 thereunderapplicable Incremental Amendment, (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 equal to the terms of the Credit Agreement (including pursuant Applicable Margin relating 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 by it as a LenderTerm Loans.
(c) The Applicable Rate with respect notice from the Borrower delivered pursuant to subparagraph (a) of this subsection shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any combination of one or more Lenders (and each Lender will have the right to make a portion of any Incremental Term Loan on terms permitted by this subsection 2.28 and otherwise on terms reasonably acceptable to the Additional Administrative Agent) and one or more other banks or other entities arranged by the Borrower (any such other bank or other financial institution being called a "New Term Loan established Lender"). Commitments in respect of Incremental Term Loans shall become Term Commitments under this Agreement pursuant to an amendment (an "Incremental Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such commitment in respect of Incremental Term Loans, if any, each New Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this subsection. The effectiveness of any Incremental Amendment shall be subject to the Applicable Rate satisfaction on the date thereof (each, an "Incremental Term Facility Closing Date") of each of the conditions set forth in subsection 5.2 and such other conditions as the Credit parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement . No Lender shall be Maturity Date set forth in obligated to provide any Incremental Term Loans unless it so agrees. No Incremental Term Facility shall require the Credit Agreement.
(e) The Borrower shall repay consent of any Lender other than the outstanding principal amount agreement of the Additional applicable Lenders providing commitments for such Incremental Term Loan established pursuant Facility."
9. Amendment to this Agreement in installments on the dates and in the amounts set forth in the table below Subsection 6.9 (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 Interest Coverage). Subsection 6.9 of the Credit AgreementAgreement is hereby amended by inserting below the table therein the following: "Covenant calculations shall be made on the date that is the nearest to each quarterly date listed above, to the extent the last day for the relevant fiscal quarter of the Borrower falls on a day other than on the corresponding covenant test date."
10. Amendment to Subsection 6.10 (Maintenance of Leverage Ratio), unless accelerated sooner pursuant to Section 9.02 . Subsection 6.10 of the Credit Agreement; provided that if Agreement is hereby amended by deleting the payment date set forth below is not a Business Daytable therefrom and inserting in lieu thereof the following: "Test Date Ratio ---------- ----- June 30, payment 2004 4.00 to 1.00 September 30, 2004 4.00 to 1.00 December 31, 2004 4.00 to 1.00 March 31, 2005 4.00 to 1.00 June 30, 2005 4.00 to 1.00 September 30, 2005 4.00 to 1.00 December 31, 2005 4.00 to 1.00 March 31, 2006 3.75 to 1.00 June 30, 2006 3.75 to 1.00 September 30, 2006 3.75 to 1.00 December 31, 2006 3.75 to 1.00 March 31, 2007 3.50 to 1.00 June 30, 2007 3.50 to 1.00 September 30, 2007 3.50 to 1.00 December 31, 2007 3.50 to 1.00 March 31, 2008 and thereafter 3.25 to 1.00 Covenant calculations shall be due made on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount date that is the nearest to each quarterly date listed above, to the extent the last day for the relevant fiscal quarter of the Additional Term Loan established pursuant to this Agreement, together with unpaid accrued interest, shall be due and payable in full Borrower falls on a day other than on the Maturity Datecorresponding covenant test date."
11. Amendments to Subsection 7.2 (Limitation on Contingent Obligations). Subsection 7.2 of the Credit Agreement is hereby amended by (1) deleting the word "or" after subclause (vi) thereof and inserting in lieu thereof a comma and (2) by adding the following new subclause (viii): "or (viii) guarantees by the Borrower of operating lease obligations of any Domestic Subsidiary incurred in connection with "build to suit" real property improvements in an aggregate amount not to exceed $120,000,000".
12. Amendments to Subsection 7.6
Appears in 1 contract
Sources: Credit Agreement (Scotts Company)
Additional Term Loans. (a) Each With the prior consent of Bank of Americathe Administrative Agent, ▇▇▇▇▇ Fargo Banksuch consent not to be unreasonably withheld, National Association, SunTrust Bank, PNC Bank, National Association, Citizens Bank, ▇▇▇▇▇▇▇ Sachs Bank USA, Regions Bank and Florida Community Bank (each an “Incremental Lender” and collectivelyconditioned or delayed, 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 right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, to request the making of a Lender thereunderadditional Term Loans (the “Additional Term Loans”) (provided, (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 that after giving effect to the terms making 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 by it as a Lender.
(c) The Applicable Rate with respect to the Additional Term Loan established pursuant to this Agreement shall be Loans, the Applicable Rate set forth in the Credit Agreement.
(d) The Maturity Date for the Additional Term Loan established pursuant to this Agreement shall be Maturity Date set forth in the Credit Agreement.
(e) The Borrower shall repay the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than four (4) requests for Additional Term Loan established pursuant Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional Term Loans and the allocations of any such Additional LEGAL02/38482536v6 Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in installments connection with any such making of Additional Term Loans must be an Eligible Assignee. The making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the dates effective date of such making of Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the amounts set forth case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the table below case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05 z) the Administrative Agent shall have received each of the Credit Agreement)following, unless accelerated sooner pursuant in form and substance satisfactory to Section 9.02 the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and, if applicable, replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the Credit Agreement; provided that if the payment date set forth below is not a Business Day, payment shall be due on the immediately preceding Business Day: CHAR1\1464890v5 The Outstanding Amount making of the such Additional Term Loan established Loans. In connection with the making of Additional Term Loans pursuant to this AgreementSection 2.9., together with unpaid accrued interestany Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be due necessary for the Administrative Agent to comply with “know your customer” and payable in full on anti-money laundering rules and regulations, including without limitation, the Maturity DatePatriot Act.
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Sources: Term Loan Agreement (Corporate Office Properties, L.P.)