Commitments; Loans. (a) Prior to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the 2023 Revolving Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately prior to the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of the Tranche A-1 Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make Tranche A-2 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2
Appears in 2 contracts
Sources: Credit Agreement (Capri Holdings LTD), Credit Agreement (Capri Holdings LTD)
Commitments; Loans. (a) Prior The aggregate principal amount of all Revolving Loans (as defined in the Original Credit Agreement) made pursuant to the Original Credit Agreement and outstanding on the Amendment Effective Date (collectively, the "Existing Revolving Loans") is $16,277,988.00. On the Amendment Effective Date, certain “Revolving Loans” were made to certain the aggregate outstanding principal amount of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the 2023 Revolving Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.07, the all Existing Revolving Loans shall automatically be re-evidenced as 2023 converted to an equivalent principal amount of Revolving Loans under hereunder, made by the Lenders ratably in accordance with their respective Revolving Credit Commitments, and for all purposes of this Agreement and the terms of the Existing shall be deemed to be Revolving Loans shall be restated in their entirety hereunder and shall be evidenced by this Agreement. Subject entitled to the terms and conditions set forth herein, each 2023 Revolving Lender benefits of (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms of) this Agreement and conditions set forth hereinthe other Credit Documents. To the extent possible, all such Revolving Loans hereunder shall be of the Borrowers may borrowsame Type, prepay and reborrow 2023 shall have the same Interest Period, as the corresponding Existing Revolving Loans. All Letters of Credit issued under the Original Credit Agreement shall be deemed issued hereunder.
(b) Subject Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term loans (each, a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day during the period from the date hereof to the Revolving Credit Termination Date in an amount not greater than the excess, if any, of its Revolving Credit Commitment at such time over its outstanding Revolving Loans and Letter of Credit Exposure at such time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time (excluding the Reimbursement Obligations that are repaid with the proceeds of Revolving Loans made pursuant to such Borrowing) and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to Capri Holdings in Dollars in be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the Total Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans until the Revolving Credit Termination Date.
(c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a single draw "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on one date any Business Day during the Term Loan Availability Periodperiod from the Amendment Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately prior to exceeding the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of Swingline Commitment, notwithstanding that the Tranche A-1 Term Loans may not be reborrowed.
(c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make Tranche A-2 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s of Swingline Loans outstanding Tranche A-2 Term Loan Commitment immediately prior at any time, when added to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like aggregate principal amount of Rolled Tranche A-2 Term Loansthe Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, which may exceed its Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall constitute be made (i) if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans under outstanding at such time, (y) the same Class and tranche as the Tranche A-2aggregate Letter of Credit Exposure of all
Appears in 2 contracts
Sources: Credit Agreement (Eclipsys Corp), Credit Agreement (Eclipsys Corp)
Commitments; Loans. (a) Prior Each Tranche A Lender severally agrees, subject to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to and on the terms and conditions set forth in of this Agreement, each to make a term loan in a maximum of two portions as hereinafter described (each, a "Tranche A Term Loan," and collectively, the "Tranche A Term Loans") to the Borrower and each of the 2023 Revolving Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term Loans to Capri Holdings in Dollars Closing Date in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such its Tranche A Commitment. The first portion of the Tranche A Term Loan Loans shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) (each Tranche A Lender’s outstanding 's pro rata portion, a "Tranche A-1 Term Loan Commitment immediately prior to Loan," and collectively, the making of such "Tranche A-1 Term Loans") and shall be made on the Closing Date. Amounts paid or prepaid in respect The second portion of the Tranche A-1 A Term Loans shall be in an aggregate amount equal to Ten Million Dollars ($10,000,000) (each Tranche A Lender's pro rata portion, a "Tranche A-2 Term Loan," and collectively, the "Tranche A-2 Term Loans") and shall be made on the Acquisition Closing Date. All Tranche A Term Loans shall be made, maintained and repaid in Dollars. To the extent repaid, Tranche A Term Loans may not be reborrowed.
(cb) Subject Each Tranche B Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make a term loan (each, a "Tranche A-2 B Term Loan," and collectively, the "Tranche B Term Loans") to the Borrower on the Acquisition Closing Date in a principal amount not greater than the excess, if any, of its Tranche B Commitment over its Tranche B Guaranty Exposure immediately after the Acquisition. All Tranche B Term Loans shall be made, maintained and repaid in Pounds Sterling. Except as provided in Section 2.2(d), no Tranche B Term Loans shall be made at any time after the Acquisition Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. Notwithstanding any provision in this Agreement to Capri Holdings in Dollars in the contrary, the principal amount of outstanding Tranche B Term Loans owed to any Lender shall not at any time exceed the amount of such Lender's Tranche B Commitment, less the sum of (i) such Lender's pro rata share of payments or deposits required or caused to be made by the Borrower pursuant to Section 2.6(b) and (ii) such Lender's Tranche B Guaranty Exposure.
(c) Each Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make revolving credit loans (each, a single draw "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower, from time to time on one date any Business Day during the Term Loan Availability Periodperiod from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount (measured in Dollar Equivalents) at any time outstanding not greater than the excess, if any, of its Revolving Credit Commitment at such time over the sum of the Dollar Amounts of its Letter of Credit Exposure and its Revolver Guaranty Exposure at such time; provided that no Borrowing of Revolving Loans shall be made if, on the Determination Date with respect to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to Borrowing, the making Dollar Amount of such Tranche A-2 Term LoansBorrowing would exceed the Total Unutilized Revolving Credit Commitment at such time. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to and on the terms and conditions set forth herein of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. All Dollar Revolving Loans shall be made, maintained and repaid in the First AmendmentDollars. All Pounds Sterling Revolving Loans shall be made, each Rolling Tranche A-2 Term Loan Lender (severally maintained and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2repaid in Pounds Sterling.
Appears in 2 contracts
Sources: Credit Agreement (Chartwell Re Corp), Credit Agreement (Chartwell Re Holdings Corp)
Commitments; Loans. (a) Prior to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Section 4 of the Amendment and Restatement Agreement, each Term Loan Lender funded (or was deemed to have funded) to the Borrower and each its portion of the 2023 Revolving Lenders agree that Initial Term Loan on the Effective Amendment Closing Date, but subject to .
(b) At any time after the reallocation Amendment Closing Date and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04Delayed Draw Term Loan Commitment Period, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans.
(b) Subject to the terms and conditions set forth hereinin Section 5.01, each Tranche A-1 Lender with a Delayed Draw Term Loan Lender (Commitment severally and not jointly) agreed agrees to make Tranche A-1 Delayed Draw Term Loans to Capri Holdings in Dollars in a single draw the Borrower on one date during the each applicable Delayed Draw Term Loan Availability Period, Closing Date in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s outstanding Tranche A-1 Delayed Draw Term Loan Commitment immediately prior to the making of giving effect to such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of the Tranche A-1 Term Loans may not be reborrowedBorrowing.
(c) Subject to the terms and conditions set forth hereinin Section 5.01, each Tranche A-2 holder of Senior Secured Notes on the Amendment Closing Date that validly elects to exchange, after the Amendment Closing Date, all or a portion of its Senior Secured Notes for Delayed Draw Term Loans pursuant to and in accordance with the Senior Secured Notes Exchange Offer (each, an “Exchanging Note Holder”) shall exchange its Senior Secured Notes (through a Borrowing of additional Delayed Draw Term Loans deemed made by cashless roll (each, a “Exchanged Delayed Draw Term Loan”) as a Lender under this Agreement (a “Joining Lender”)) on the applicable effective date of such exchange (which date, for purposes hereof, shall be a Delayed Draw Term Loan Lender (severally and not jointly) agreed to make Tranche A-2 Term Loans to Capri Holdings in Dollars in Closing Date), for a single draw on one date during the Delayed Draw Term Loan Availability Period, in an aggregate principal amount not equal to exceed $950 for each $1,000 of principal amount of the Senior Secured Notes of such Exchanging Note Holder that are so exchanged (each such exchange, a “Delayed Draw Exchange”). The aggregate principal amount of the Total Delayed Draw Term Loan Commitments shall be reduced on a dollar-for-dollar basis by an amount equal to the aggregate principal amount of each Exchanged Delayed Draw Term Loan in each Delayed Draw Exchange, with such reduction to be allocated ratably to each Delayed Draw Term Loan Lender’s outstanding Tranche A-2 Delayed Draw Term Loan Commitment immediately prior Commitment. An Exchanging Note Holder shall become a Joining Lender hereunder on the relevant Delayed Draw Term Loan Closing Date by (i) its execution and delivery to the making Administrative Agent and the Borrower of a joinder substantially in the form of Exhibit G hereto (a “Joining Lender Joinder”) and (ii) the Borrower paying all accrued and unpaid interest owing to such Tranche A-2 Term Loans. Amounts paid or prepaid Exchanging Note Holder under the Senior Secured Notes Indenture at such time in accordance with the terms of the Senior Secured Notes Indenture and the Senior Secured Notes Exchange Offer in respect of the Tranche A-2 Senior Secured Notes that are exchanged into Exchanged Delayed Draw Term Loans in cash on the applicable Delayed Draw Term Loan Closing Date; provided, that the Delayed Draw Exchange shall occur at the time each of the foregoing conditions in (i) and (ii) is satisfied.
(d) Upon the funding of, or consummation of any Delayed Draw Exchange in respect of, any Delayed Draw Term Loan (including, for the avoidance of doubt, any Exchanged Delayed Draw Term Loans) on any Delayed Draw Term Loan Closing Date, such Delayed Draw Term Loan (including, for the avoidance of doubt, any Exchanged Delayed Draw Term Loans) shall be automatically allocated, on a ratable basis, to each Borrowing in respect of the Initial Term Loan outstanding on that Delayed Draw Term Loan Closing Date. Each Joining Lender, by providing its Exchanged Delayed Draw Term Loans pursuant to and in accordance with a Delayed Draw Exchange, shall be deemed to have agreed to the terms set forth herein applicable to the Term Loan Lenders and the Term Loans. All of the Initial Term Loans and any outstanding Delayed Draw Term Loans shall be treated as a single fungible tranche for U.S. federal income tax purposes.
(e) Notwithstanding the foregoing, (i) the aggregate principal amount of the Initial Term Loans made on the Amendment Closing Date shall not exceed the Total Initial Term Loan Commitment and (ii) the aggregate principal amount of the Delayed Draw Term Loans made on or after the Amendment Closing Date shall not exceed the Total Delayed Draw Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed.
(df) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(g) At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and conditions set forth herein not less than $5,000,000; provided that (i) a SOFR Borrowing that results from a continuation of an outstanding SOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing and (ii) the foregoing limitation shall not apply to any SOFR Borrowing resulting from a Closing Date Exchange (as defined in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally Amendment and not jointlyRestatement Agreement) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans or a Delayed Draw Exchange. Borrowings of more than one Type and Class may be outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) SOFR Borrowings outstanding.
(h) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any SOFR Borrowing of any Class and tranche as if the Tranche A-2Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.
Appears in 1 contract
Commitments; Loans. (a) Prior Each Lender severally agrees, subject to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to and on the terms and conditions set forth in of this Agreement, each Borrower to make loans (each, a "Committed Loan," and each of collectively, the 2023 Revolving Lenders agree that on the Effective Date, but subject "Committed Loans") to the reallocation and other transactions described Borrower, from time to time on any Business Day during the period from the date hereof to but not including the Termination Date; provided, that no Lender shall make any Committed Loan in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreementan amount that would exceed such Lender's Unutilized Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Committed Loans.
(b) In addition to Committed Loans, each Lender severally agrees that the Borrower may, subject to and on the terms and conditions of this Agreement and as more particularly set forth hereinin SECTION 2.3, each 2023 Revolving Lender (severally and not jointly) agrees request the Lenders to submit offers to make 2023 Revolving Loans loans (each, a "Bid Loan," and collectively, the "Bid Loans") to the Borrowers in Agreed Currencies Borrower, from time to time on any Business Day during the 2023 Revolving Availability Period in an aggregate principal amount period from the date hereof to but not including the earlier of (i) the date that will not result in is one (a1) subject Business Day prior to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment seventh (7th) day prior to the Maturity Date or (bii) subject to Section 2.04the Termination Date; provided, that the Lenders may, but shall have no obligation to, submit such offers and the Borrower may, but shall have no obligation to, accept any such offers.
(c) No Borrowing (i) shall be made if, immediately after giving effect thereto, the sum of (y) the Dollar Amount aggregate principal amount of Loans outstanding at such time (exclusive of Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, a Borrowing) plus (z) the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, a Borrowing) would exceed the Total Commitment and (ii) shall be required of any Lender if, immediately after giving effect thereto, a Default or Event of Default would exist.
(d) The Loans shall, at the option of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits Borrower and subject to the terms and conditions set forth of this Agreement, be (i) in the case of Committed Loans, either Base Rate Loans or LIBOR Committed Loans, or (ii) in the case of Bid Loans, either Absolute Rate Loans or LIBOR Bid Loans (Base Rate Loans, LIBOR Committed Loans, Absolute Rate Loans and LIBOR Bid Loans, each, a "Type" of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the Borrowers may borrow, prepay and reborrow 2023 Revolving same Type.
(e) Any Loans made on the Closing Date shall be made initially as Base Rate Loans.
(bf) Subject Any borrowings outstanding under the Original Agreement shall not be continued as Loans under this Agreement and shall be repaid, together with all interest and fees accrued thereon (including the accrued commitment fee pursuant to SECTION 2.7(A) of the terms Original Agreement and conditions set forth hereinall amounts required to be paid pursuant to SECTION 2.13 of the Original Agreement), each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately or prior to the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of the Tranche A-1 Term Loans may not be reborrowedClosing Date.
(c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make Tranche A-2 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2
Appears in 1 contract
Sources: Loan Agreement (American Oncology Resources Inc /De/)
Commitments; Loans. (a) Prior to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreementforth, each Borrower and each of the 2023 Revolving Lenders agree that on the Effective DateLender agrees, but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees , to make 2023 Revolving Loans revolving loans (“Loans”) in Dollars to the Borrowers in Agreed Currencies each Borrower at any time and from time to time during from and including the 2023 Revolving Availability Period date hereof to but excluding the Termination Date, or until the earlier termination of its Commitment, in an aggregate principal amount at any one time outstanding not to exceed the amount of its Commitment; provided that will (i) the aggregate principal amount of all Loans to any Borrower outstanding at any time shall not result in exceed such Borrower’s Sublimit, (aii) subject the Total Extensions of Credit shall not exceed the Total Commitments, (iii) the Contingent Increase Amount shall not be available to Section 2.04be borrowed hereunder unless and until the applicable Contingent Increase Effective Date occurs, and accordingly each Lenders’ Commitment Percentage of the Contingent Increase Amount shall not be available to be borrowed by any Borrower until such applicable Contingent Increase Effective Date, and (iv) from and after the applicable Contingent Increase Effective Date, the Dollar applicable portion of the Contingent Increase Amount shall automatically and without further action become available to the Borrowers as set forth herein and the Lenders shall the make the Loans of the Contingent Increase Amounts hereunder. Loans made to any Borrower shall be the several obligations of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or Borrower.
(b) subject to Section 2.04The Loans made by the Lenders on any Borrowing Date that are ABR Loans shall be (i) in a minimum aggregate principal amount of $1,000,000, the sum (ii) in an integral multiple of $500,000 in excess of the Dollar Amount amount provided in clause (i) above or (iii) in an aggregate principal amount equal to the remaining balance of the total 2023 Revolving Credit Exposures exceeding Total Commitment, as the 2023 Aggregate Revolving Commitmentcase may be. The Loans made by the Lenders on any Borrowing Date that are Eurodollar Loans shall be (A) in a minimum aggregate principal amount of $3,000,000 (or, if less, in the amount of the Total Commitments less the Total Extensions of Credit) or (B) in an integral multiple of $1,000,000 in excess of the amount provided in clause (A) above, as the case may be.
(c) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow 2023 Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately prior to the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of the Tranche A-1 Term Loans may not be reborrowed.
(c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make Tranche A-2 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2
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Commitments; Loans. (a) Prior to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the 2023 Revolving Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed agrees to make Tranche A-1 Term Loans to Capri MK Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately prior to the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of the Tranche A-1 Term Loans may not be reborrowed.
(c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed agrees to make Tranche A-2 Term Loans to Capri MK Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2
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Commitments; Loans. (a) Prior Each Lender severally agrees, subject to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to and on the terms and conditions set forth in of this Agreement, each Borrower to make loans (each, a "Committed Loan," and each of collectively, the 2023 Revolving Lenders agree that on the Effective Date, but subject "Committed Loans") to the reallocation and other transactions described in Section 1.07Borrower, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time on any Business Day during the 2023 Revolving Availability Period period from and including the Closing Date to but not including the Loan Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Commitment at such time, provided that will not result in (a) subject to Section 2.04no Committed Borrowing shall be made if, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04immediately after giving effect thereto, the sum of the Dollar Amount aggregate principal amount of Committed Loans outstanding at such time and the aggregate principal amount of Bid Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Committed Loans.
(b) In addition to Committed Borrowings pursuant to subsection (a) above, each Lender severally agrees that the Borrower may, subject to and on the terms and conditions of this Agreement and as more particularly set forth in SECTION 2.3, request the Lenders to submit offers to make loans (each, a "Bid Loan," and collectively, the "Bid Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the earlier of (i) the date that is one (1) Business Day prior to the seventh (7th) day prior to the Maturity Date or (ii) the Loan Termination Date; provided, however, that the Lenders may, but shall have no obligation to, submit such offers and the Borrower may, but shall have no obligation to, accept any such offers; and provided further that no Bid Borrowing shall be made if, immediately after giving effect thereto, the sum of the total 2023 Revolving Credit Exposures exceeding aggregate principal amount of Bid Loans outstanding at such time and the 2023 Aggregate Revolving Commitment. Within aggregate principal amount of Committed Loans outstanding at such time would exceed the foregoing limits Total Commitment at such time.
(c) The Loans shall, at the option of the Borrower and subject to the terms and conditions set forth of this Agreement, be (i) in the case of Committed Loans, either Base Rate Loans or LIBOR Committed Loans, or (ii) in the case of Bid Loans, either Absolute Rate Loans or LIBOR Bid Loans (Base Rate Loans, LIBOR Committed Loans, Absolute Rate Loans and LIBOR Bid Loans, each, a "Type" of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed to make Tranche A-1 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately prior to the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect be of the Tranche A-1 Term Loans may not be reborrowedsame Type.
(c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed to make Tranche A-2 Term Loans to Capri Holdings in Dollars in a single draw on one date during the Term Loan Availability Period, in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2
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Commitments; Loans. (a) Prior to the Effective Date, certain “Revolving Loans” were made to certain of the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the 2023 Revolving Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be re-evidenced as 2023 Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each 2023 Revolving Lender (severally and not jointly) agrees to make 2023 Revolving Loans to the Borrowers in Agreed Currencies from time to time during the 2023 Revolving Availability Period in an aggregate principal amount that will not result in (a) subject to Section 2.04, the Dollar Amount of such Lender’s 2023 Revolving Credit Exposure exceeding such Lender’s 2023 Revolving Commitment or (b) subject to Section 2.04, the sum of the Dollar Amount of the total 2023 Revolving Credit Exposures exceeding the 2023 Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow 2023 Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender (severally and not jointly) agreed agrees to make Tranche A-1 Term Loans to Capri Holdings the Borrowers in Dollars (i) in the event that the Target Acquisition is consummated pursuant to a Scheme, in a single draw on one date during the Term Loan Availability Period and (ii) in the event that the Target Acquisition is consummated pursuant to a Takeover Offer, from time to time on any Business Day during the Term Loan Availability Period, in each case in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-1 Term Loan Commitment immediately prior to the making of such Tranche A-1 Term Loans. Amounts paid or prepaid in respect of the Tranche A-1 Term Loans may not be reborrowed.
(c) Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender (severally and not jointly) agreed agrees to make Tranche A-2 Term Loans to Capri Holdings the Borrowers in Dollars (i) in the event that the Target Acquisition is consummated pursuant to a Scheme, in a single draw on one date during the Term Loan Availability Period and (ii) in the event that the Target Acquisition is consummated pursuant to a Takeover Offer, from time to time on any Business Day during the Term Loan Availability Period, in each case in an aggregate principal amount not to exceed such Term Loan Lender’s outstanding Tranche A-2 Term Loan Commitment immediately prior to the making of such Tranche A-2 Term Loans. Amounts paid or prepaid in respect of the Tranche A-2 Term Loans may not be reborrowed.
(d) Subject to the terms and conditions set forth herein and in the First Amendment, each Rolling Tranche A-2 Term Loan Lender (severally and not jointly) agrees to exchange on the First Amendment Effective Date its Tranche A-1 Term Loans outstanding immediately prior to the First Amendment Effective Date for a like principal amount of Rolled Tranche A-2 Term Loans, which shall constitute Loans under the same Class and tranche as the Tranche A-2
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