Debt Pushdown. (a) To the extent necessary in order to implement the Debt Pushdown, a member of the Target Group which has become an Additional Borrower (or in the case of any Phase Two Dividend, if applicable following a Permitted Reorganisation pursuant to paragraph (a) or paragraph (d) of the definition of “Permitted Reorganisation”, Bidco) may borrow all or any part of a Term Facility (being a Facility A Loan, a Facility B Loan or, as the case may be, a Facility C Loan) or, as the case may be, the Revolving Facility previously advanced to the Company for application in the manner contemplated by this Clause 3.2. (b) On the date of any Debt Pushdown the relevant Lenders will advance Term Loans under Facility A2, Facility A2 Swiss, Facility B2, Facility B2 Swiss, Facility C2, Facility C2 Swiss and Cash Bridge Facility B or, as the case may be, Revolving Facility Loans under the Revolving Facility (in amounts which are proportionate to their respective outstandings at the date such Term Loans or, as the case may be, Revolving Facility Loans are made) to the Additional Borrower or Borrowers as are requested provided that each such Borrower will be a member of the Target Group. On each such date the Target shall pay a distribution to Bidco (or, if applicable, the Phase Two Entity shall pay a distribution to the Company) in an amount equal to and in the same currency as, the Term Loans so advanced, less, to the extent applicable, any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity). On the same day as such Loans are made and such dividend is paid, or, as the case may be, where a Permitted Reorganisation regarding Bidco and the Target has taken place, on the date of any Debt Pushdown, Bidco (or, if applicable, the Phase Two Entity) shall pay a distribution, undertake a reduction in its share capital or, as the case may be, lend to the Company (or any combination thereof) an amount such that, as a result thereof, and on such date the Company is able to repay Term Loans advanced under Facility A1, Facility B1, Facility C1 and Cash Bridge Facility A or, as the case may be, Revolving Facility Loans advanced under the Revolving Facility in an amount equal to the amount so received. (c) The Term Loans and the Revolving Facility Loans advanced by the Lenders in the manner contemplated in paragraph (b) above shall only be made provided that each of the following conditions are or, as the case may be, will be satisfied: (i) each of the payments required to be made so as to enable the Company to repay Term Loans and Revolving Facility Loans borrowed by it in an amount equal to the amount received from Bidco on such date whether as a result of a distribution or loan received by Bidco from the Target or otherwise are all completed on the same day as the corresponding Term Loans extended under Facility A2, Facility A2 Swiss, Facility B2, Facility B2 Swiss, Facility C2, Facility C2 Swiss and Cash Bridge Facility B or, as the case may be, Revolving Facility Loans are made for such purpose; (ii) at the end of the relevant day, the aggregate amount of Facility A Loans, Facility B Loans, Facility C Loans, Cash Bridge Facility Loans and Revolving Facility Loans does not exceed the Total Facility A Commitments, the Total Facility B Commitments, the Total Facility C Commitments, the Total Cash Bridge Facility Commitments or, as the case may be, the Total Revolving Facility Commitments; (iii) the Facility A1 Loans, Facility B1 Loans and Facility C1 Loans are repaid on such date in the same proportion as between themselves as the Facility A2 Loans, Facility A2 Swiss Loans, Facility B2 Loans, Facility B2 Swiss Loans, Facility C2 Loans and Facility C2 Swiss Loans that were made on the relevant date; (iv) the Cash Bridge Facility A Loans are repaid on such date and in the same amount as the Cash Bridge Facility B Loans that are made on that date. (v) any Loan reborrowed is under the same Term Facility and in the same amount (save for, to the extent applicable, the amount of any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity) as a result of the implementation of the Debt Pushdown to which the Loan relates) and currency as the Loan to be prepaid; (vi) other than in respect of a Loan made for the purpose of effecting a Debt Pushdown during the Certain Funds Period, no Event of Default is continuing or would result from the reborrowing and, in respect of a Loan made for the purpose of effecting a Debt Pushdown during the Certain Funds Period, there is not an Event of Default occurring in respect of the relevant Borrower under Clauses 26.6 (Insolvency) to Clause 26.8 (Creditors’ process); (vii) each of the representations and warranties in Clauses 22.1 (Status) to 22.5 (Authorisations) in respect of each member of the Target Group that is to be a Borrower on that day are true in all material respects; and (viii) the prepayment and reborrowing take place on the same day and, if there is a physical movement of cash rather than book entries, such amount reborrowed is held in accounts which are subject to Transaction Security created pursuant to the Transaction Security Documents on terms such that the only withdrawal permitted from the account is in payment of the relevant distribution to Bidco (or, if applicable, the Phase Two Entity) or, to the extent applicable, any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity) and ultimately (save in respect of any distribution to minority shareholders of the Target (or, if applicable, the Phase Two Entity) as aforesaid) towards application in prepayment of the Term Loans or, as the case may be, Revolving Facility Loans borrowed by the Company, or other arrangements satisfactory to the Facility Agent (acting reasonably) are put in place, in each case at the cost of the relevant Borrower. (d) If, and to the extent, any Term Loan or Revolving Facility Loan is prepaid and reborrowed pursuant to this Clause 3.2, no Break Costs shall be payable if such prepayment and reborrowing does not occur at the end of the current Interest Period corresponding to the relevant Term Loan or Revolving Facility Loan and the duration of the first Interest Period of the Term Loan or Revolving Facility Loan resulting from such reborrowing shall be equal to the unexpired portion of the Interest Period of the corresponding Term Loan or Revolving Facility Loan that was prepaid by such reborrowing. If a Term Loan, or as the case may be, Revolving Facility Loan that is borrowed pursuant to this Clause 3.2 is in an amount that is greater than the corresponding Term Loan or, as the case may be, Revolving Facility Loan that was prepaid, the excess shall be treated as a separate Loan, with its first Interest Period ending on the same day as the corresponding Term Loan or, as the case may be, Revolving Facility Loan that was made on such date for such purpose and the Margin applicable thereto shall be determined by reference to the Rate Fixing Date applicable thereto or, as appropriate the date such Loan is made. (e) The provisions of Clause 4.4 (Maximum number of Utilisations) and paragraph (c) of Clause 5.3 (Lenders’ participation) will not apply to Term Loans or, as the case may be, Revolving Facility Loans made as part of the Debt Pushdown provided that they will be made such that such Clauses are satisfied immediately following the Debt Pushdown. (f) Each Loan advanced under Facility A, Facility B or, as the case may be, Facility C for the purpose contemplated in this Clause 3.2 shall be a Facility A2 Loan, a Facility A2 Swiss Loan, a Facility B2 Loan, a Facility B2 Swiss Loan, a Facility C2 Loan or, as the case may be, a Facility C2 Swiss Loan and, on such date, the aggregate of the Facility A2 Commitments, the Facility A2 Swiss Commitments, the Facility B2 Commitments, the Facility B2 Swiss Commitments, the Facility C2 Commitments or, as the case may be, the Facility C2 Swiss Commitments shall be increased by the amount so advanced thereunder and the aggregate of the Facility A1 Commitments, Facility B1 Commitments and the Facility C1 Commitments shall be reduced by the same amount such that, at no time: (i) will the aggregate of the Facility A1 Commitments, the Facility A2 Commitments and the Facility A2 Swiss Commitments exceed €2,100,000,000 (or the Facility A2 Swiss Commitments exceed €250,000,000); (ii) will the aggregate of the Facility B1 Commitments, the Facility B2 Commitments and the Facility B2 Swiss Commitments exceed €2,850,000,000 (or the Facility B2 Swiss Commitments exceed €250,000,000); (iii) will the aggregate of the Facility C1 Commitments, the Facility C2 Commitments and the Facility C2 Swiss Commitments exceed €2,850,000,000 (or the Facility C2 Swiss Commitments exceed €250,000,000), in each case as the same may have been reduced at such time under this Agreement. (g) On each date that a Utilisation is made under Cash Bridge Facility B to redeem or otherwise acquire Target Bonds Cash Bridge Facility A Loans shall be redesignated in an equivalent amount, in the proportion that each Facility referred to below bears to the aggregate of such Facilities, as a Facility A1 Loan, a Facility B1 Loan and a Facility C1 Loan. No Break Costs shall be payable and the duration of the first Interest Period of each such Term Loan shall (if applicable) be equal to the unexpired portion of the Interest Period of the Cash Bridge Facility A Loans so redesignated. (h) On the date on which any redesignation referred to in paragraph (g) above occurs, the Commitments of the Lenders under each of Facility A1, Facility B1 and Facility C1 shall increase by an amount equal to the amount of any Facility A1 Loan, Facility B1 Loan or, as the case may be, Facility C1 Loan so redesignated and its Commitment under Facility A2 shall reduce by the amount its Commitment under Facility A1 has increased on such date, its Commitment under Facility B2 shall reduce by the amount its Commitment under Facility B1 has increased and its Commitment under Facility C2 shall reduce by the amount its Commitment under Facility C1 has increased. (i) The Company and the Finance Parties will negotiate in good faith to implement any further amendments to this Agreement that are required in order to implement the requirements of paragraphs (a) to (h) above.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Debt Pushdown. (a) To the extent necessary in order to implement the Debt Pushdown, a member of the Target Group which has become an Additional Borrower (or in the case of any Phase Two Dividend, if applicable following a Permitted Reorganisation pursuant to paragraph (a) or paragraph (d) of the definition of “"Permitted Reorganisation”", Bidco) may may, if all the Target Shares are owned by Bidco, borrow all or any part of a Term Facility (being a Facility A Loan, a Facility B Loan or, as the case may be, a Facility C Loan) or, as the case may be, the Revolving Facility previously advanced to the Company for application in the manner contemplated by this Clause 3.2.
(b) On the date of any Debt Pushdown the relevant Lenders will advance Term Loans under Facility A2, Facility A2 Swiss, Facility B2, Facility B2 Swiss, Facility C2, Facility C2 Swiss Siwss and Cash Bridge Facility B or, as the case may be, Revolving Facility Loans under the Revolving Facility (in amounts which are proportionate to their respective outstandings at the date such Term Loans or, as the case may be, Revolving Facility Loans are made) to the Additional Borrower or Borrowers as are requested provided that each such Borrower will be a member of the Target Group. On each such date the Target shall pay a distribution to Bidco (or, if applicableapplicable following a Permitted Reorganisation pursuant to paragraph (a) or paragraph (d) of the definition of "Permitted Reorganisation", the Phase Two Entity surviving entity shall pay a distribution to the Company) in an amount equal to and in the same currency as, the Term Loans so advanced, less, to the extent applicable, any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity). On the same day as such Loans are made and such dividend is paid, or, as the case may be, where a Permitted Reorganisation regarding Bidco and the Target has taken place, on the date of any Debt Pushdown, Pushdown Bidco (or, if applicable, the Phase Two Entitysurviving entity) shall pay a distribution, undertake a reduction in its share capital or, as the case may be, lend to the Company (or any combination thereof) an amount such that, as a result thereof, and on such date the Company is able to repay Term Loans advanced under Facility A1, Facility B1, Facility C1 and Cash Bridge Facility A or, as the case may be, Revolving Facility Loans advanced under the Revolving Facility in an amount equal to the amount so received.
(c) The Term Loans and the Revolving Facility Loans advanced by the Lenders in the manner contemplated in paragraph (b) above shall only be made provided that each of the following conditions are or, as the case may be, will be satisfied:
(i) each of the payments required to be made so as to enable the Company to repay Term Loans and Revolving Facility Loans borrowed by it in an amount equal to the amount received from Bidco on such date whether as a result of a distribution or loan received by Bidco from the Target or otherwise are all completed on the same day as the corresponding Term Loans extended under Facility A2, Facility A2 Swiss, Facility B2, Facility B2 Swiss, Facility C2, Facility C2 Swiss and Cash Bridge Facility B or, as the case may be, Revolving Facility Loans are made for such purpose;
(ii) at the end of the relevant day, the aggregate amount of Facility A Loans, Facility B Loans, Facility C Loans, Cash Bridge Facility Loans and Revolving Facility Loans does not exceed the Total Facility A Commitments, the Total Facility B Commitments, the Total Facility C Commitments, the Total Cash Bridge Facility Commitments or, as the case may be, the Total Revolving Facility Commitments;
(iii) the Facility A1 Loans, Facility B1 Loans and Facility C1 Loans are repaid on such date in the same proportion as between themselves as the Facility A2 Loans, Facility A2 Swiss Loans, Facility B2 Loans, Facility B2 Swiss Loans, Facility C2 Loans and Facility C2 Swiss Loans that were made on the relevant date;
(iv) the Cash Bridge Facility A Loans are repaid on such date and in the same amount as the Cash Bridge Facility B Loans that are made on that date.;
(v) any Loan reborrowed is under the same Term Facility and in the same amount (save for, to the extent applicable, the amount of any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity) as a result of the implementation of the Debt Pushdown to which the Loan relates) and currency as the Loan to be prepaid;
(vi) other than in respect of a Loan made for the purpose of effecting a Debt Pushdown during the Certain Funds Period, no Event of Default is continuing or would result from the reborrowing and, in respect of a Loan made for the purpose of effecting a Debt Pushdown during the Certain Funds Period, Period there is not an Event of Default occurring in respect of the relevant Borrower under Clauses 26.6 (Insolvency) to Clause 26.8 (Creditors’ ' process);
(vii) each of the representations and warranties in Clauses 22.1 (Status) to 22.5 (Authorisations) in respect of each member of the Target Group that is to be a Borrower on that day are true in all material respects; and
(viii) the prepayment and reborrowing take place on the same day and, if there is a physical movement of cash rather than book entries, such amount reborrowed is held in accounts which are subject to Transaction Security created pursuant to the Transaction Security Documents on terms such that the only withdrawal permitted from the account is in payment of the relevant distribution to Bidco (or, if applicable, the Phase Two Entity) or, to the extent applicable, any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity) and ultimately (save in respect of any distribution to minority shareholders of the Target (or, if applicable, the Phase Two Entity) as aforesaid) towards application in prepayment of the Term Loans or, as the case may be, Revolving Facility Loans borrowed by the Company, or other arrangements satisfactory to the Facility Agent (acting reasonably) are put in place, in each case at the cost of the relevant Borrower.
(d) If, and to the extent, any Term Loan or Revolving Facility Loan is prepaid and reborrowed pursuant to this Clause 3.2, no Break Costs shall be payable if such prepayment and reborrowing does not occur at the end of the current Interest Period corresponding to the relevant Term Loan or Revolving Facility Loan and the duration of the first Interest Period of the Term Loan or Revolving Facility Loan resulting from such reborrowing shall be equal to the unexpired portion of the Interest Period of the corresponding Term Loan or Revolving Facility Loan that was prepaid by such reborrowing. If a Term Loan, or as the case may be, Revolving Facility Loan that is borrowed pursuant to this Clause 3.2 is in an amount that is greater than the corresponding Term Loan or, as the case may be, Revolving Facility Loan that was prepaid, the excess shall be treated as a separate Loan, with its first Interest Period ending on the same day as the corresponding Term Loan or, as the case may be, Revolving Facility Loan that was made on such date for such purpose and the Margin applicable thereto shall be determined by reference to the Rate Fixing Date applicable thereto or, as appropriate the date such Loan is made.
(e) The provisions of Clause 4.4 (Maximum number of Utilisations) and paragraph (c) of Clause 5.3 (Lenders’ participation) will not apply to Term Loans or, as the case may be, Revolving Facility Loans made as part of the Debt Pushdown provided that they will be made such that such Clauses are satisfied immediately following the Debt Pushdown.
(f) Each Loan advanced under Facility A, Facility B or, as the case may be, Facility C for the purpose contemplated in this Clause 3.2 shall be a Facility A2 Loan, a Facility A2 Swiss Loan, a Facility B2 Loan, a Facility B2 Swiss Loan, a Facility C2 Loan or, as the case may be, a Facility C2 Swiss Loan and, on such date, the aggregate of the Facility A2 Commitments, the Facility A2 Swiss Commitments, the Facility B2 Commitments, the Facility B2 Swiss Commitments, the Facility C2 Commitments or, as the case may be, the Facility C2 Swiss Commitments shall be increased by the amount so advanced thereunder and the aggregate of the Facility A1 Commitments, Facility B1 Commitments and the Facility C1 Commitments shall be reduced by the same amount such that, at no time:
(i) will the aggregate of the Facility A1 Commitments, the Facility A2 Commitments and the Facility A2 Swiss Commitments exceed €2,100,000,000 (or the Facility A2 Swiss Commitments exceed €250,000,000);
(ii) will the aggregate of the Facility B1 Commitments, the Facility B2 Commitments and the Facility B2 Swiss Commitments exceed €2,850,000,000 (or the Facility B2 Swiss Commitments exceed €250,000,000);
(iii) will the aggregate of the Facility C1 Commitments, the Facility C2 Commitments and the Facility C2 Swiss Commitments exceed €2,850,000,000 (or the Facility C2 Swiss Commitments exceed €250,000,000), in each case as the same may have been reduced at such time under this Agreement.
(g) On each date that a Utilisation is made under Cash Bridge Facility B to redeem or otherwise acquire Target Bonds Cash Bridge Facility A Loans shall be redesignated in an equivalent amount, in the proportion that each Facility referred to below bears to the aggregate of such Facilities, as a Facility A1 Loan, a Facility B1 Loan and a Facility C1 Loan. No Break Costs shall be payable and the duration of the first Interest Period of each such Term Loan shall (if applicable) be equal to the unexpired portion of the Interest Period of the Cash Bridge Facility A Loans so redesignated.
(h) On the date on which any redesignation referred to in paragraph (g) above occurs, the Commitments of the Lenders under each of Facility A1, Facility B1 and Facility C1 shall increase by an amount equal to the amount of any Facility A1 Loan, Facility B1 Loan or, as the case may be, Facility C1 Loan so redesignated and its Commitment under Facility A2 shall reduce by the amount its Commitment under Facility A1 has increased on such date, its Commitment under Facility B2 shall reduce by the amount its Commitment under Facility B1 has increased and its Commitment under Facility C2 shall reduce by the amount its Commitment under Facility C1 has increased.
(i) The Company and the Finance Parties will negotiate in good faith to implement any further amendments to this Agreement that are required in order to implement the requirements of paragraphs (a) to (h) above.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)